Common use of Representations and Warranties Generally Clause in Contracts

Representations and Warranties Generally. The representations and warranties set forth in this Agreement or in any other Transaction Document will be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) (a) on the date of this Agreement, (b) as otherwise provided herein, and (c) as otherwise provided in the quarterly compliance certificates delivered pursuant to Section 6.3 with the same force and effect as if made on each such date (except for a representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) as of such earlier date). All representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to Lender by or on behalf of Borrower pursuant to or in connection with this Agreement shall be deemed to have been relied upon by Lender notwithstanding Lender’s review of any documents or materials delivered by Borrower to Lender pursuant to the terms hereof and notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf (and Borrower hereby acknowledges such reliance by Lender in making the Loan and all disbursements thereunder) and, furthermore, shall survive the making of any or all of the disbursements of proceeds under the Loan and continue in full force and effect with respect to the date as of which they were made as long as there remains unperformed any obligations to Lender hereunder or under any of the other Transaction Documents.

Representations and Warranties Generally. The representations and warranties of the Noteholder set forth in this Agreement or in any other Transaction Document will be are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) (a) on as of the date hereof. None of this Agreement, (b) as otherwise provided herein, and (c) as otherwise provided in the quarterly compliance certificates delivered pursuant to Section 6.3 with the same force and effect as if made on each such date (except for a representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) as of such earlier date). All representations, warranties, covenants and covenants, or agreements made in this Agreement by the Noteholder contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in any light of the circumstances under which they were made, not misleading, Any certificate or other document signed by a duly authorized representative of the Noteholder and delivered to Lender by Company or on behalf of Borrower pursuant to or in connection with this Agreement counsel for Company shall be deemed to have been relied upon be a representation and warranty by Lender notwithstanding Lenderthe Noteholder to Company as to the matters set forth therein. The Noteholder hereby agrees and acknowledges that the Noteholder’s review purchase of any documents or materials delivered by Borrower to Lender the Subordinated Notes at Closing pursuant to Sections 2 and 3 hereof shall constitute the terms hereof Noteholder’s affirmative representation and notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf warranty that (i) the representations and Borrower hereby acknowledges such reliance by Lender in making the Loan and all disbursements thereunder) and, furthermore, shall survive the making of any or all warranties of the disbursements Noteholder set forth in this Agreement are true and correct on and as of proceeds under the Loan Closing Date as though made on and continue in full force and effect with respect as of the Closing Date (except to the date extent that any such that representations and warranties are made as of a specified date, in which they were made case such representations and warranties shall be affirmed true and correct as long as there remains unperformed any obligations to Lender hereunder or under any of such date(s)), and that none of the other Transaction Documentsrepresentations, warranties, covenants, or agreements made in this Agreement by the Noteholder contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances as of the Closing Date, and (ii) the Noteholder has performed, satisfied, and complied with in all material respects all covenants, agreements, and conditions required by this Agreement to be performed, satisfied, or complied with by the Noteholder at or prior to Closing.

Representations and Warranties Generally. The representations and warranties of Company set forth in this Agreement that do not contain a “Material Adverse Effect” qualification or in any other Transaction Document will be express materiality or similar qualification are true and correct in all material respects (where not already qualified by materiality, i) as of the Closing Date and (ii) as otherwise specifically provided herein. The representations and warranties of Company set forth in all respects subject to the expressly provided this Agreement that contain a “Material Adverse Effect” qualification or any other express materiality qualification(s)) or similar qualification are true and correct (a) on as of the date of this Agreement, Closing Date and (b) as otherwise specifically provided herein, and (c) as otherwise provided in . None of the quarterly compliance certificates delivered pursuant to Section 6.3 with the same force and effect as if made on each such date (except for a representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) as of such earlier date). All representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to Lender Purchasers by or on behalf of Borrower Company pursuant to or in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances when made and as of the Closing Date. Such representations and warranties shall be deemed to have been relied upon by Lender each Purchaser notwithstanding Lendera Purchaser’s review of any documents or materials delivered by Borrower Company to Lender a Purchaser pursuant to the terms hereof and notwithstanding any investigation heretofore or hereafter made by Lender Purchasers or on its their behalf (and Borrower Company hereby acknowledges such reliance by Lender in making the Loan and all disbursements thereunder) andeach Purchaser), furthermore, shall survive the making of any or all provided that each Purchaser represents that as of the disbursements date of proceeds under this Agreement it has no actual knowledge that any of Company’s representations or warranties is or might be inaccurate; and the Loan covenants and agreements of Company to the Purchasers that by their nature are to be performed in the future shall continue in full force and effect with respect to the date as of which they were made as so long as there remains unperformed any obligations to Lender hereunder or under any of the other Transaction Documentsthey remain unperformed.

Representations and Warranties Generally. The representations and warranties set forth in this Agreement or in any other Transaction Document will be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) (a) on the date of this Agreement, (b) as of the date of the Disbursement, (c) as otherwise provided herein, and (cd) as otherwise provided in the quarterly compliance certificates delivered pursuant to Section 6.3 6.4 with the same force and effect as if made on each such date (except for a representation date. Notwithstanding the foregoing, the representations and warranty that by its terms is made only as of an earlier date, which representation and warranty warranties set forth in Section 4.7.7 shall remain be true and correct in on each such date with respect to all material respects Properties other than (where not already qualified i) any Property acquired by materiality, otherwise in all respects subject Borrower after the date of this Agreement through foreclosure or any comparable proceeding necessary to protect Borrower’s position on extensions of credit granted prior to the expressly provided materiality qualification(s)date of this Agreement and (ii) as any Property acquired by Borrower after the date of this Agreement that was the subject of a Hazardous Material Claim prior to such earlier date)acquisition, but has subsequently been fully remediated. All representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to Lender by or on behalf of Borrower pursuant to or in connection with this Agreement shall be deemed to have been relied upon by Lender notwithstanding Lender’s review of any documents or materials delivered by Borrower to Lender pursuant to the terms hereof and notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf (and Borrower hereby acknowledges such reliance by Lender Lxxxxx in making the Loan Facility and all disbursements thereunder) and, furthermore, shall survive the making of any or all of the disbursements of proceeds under the Loan Facility and continue in full force and effect with respect to the date as of which they were made as long as there remains unperformed any obligations to Lender hereunder or under any of the other Transaction Documents.

Representations and Warranties Generally. The representations and warranties set forth in this Agreement or in any other Transaction Document will be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) (a) on the date of this Agreement, (b) as of the date of the Initial Disbursement, (c) as otherwise provided herein, and (cd) as otherwise provided in the quarterly compliance certificates delivered pursuant to Section 6.3 6.4 with the same force and effect as if made on each such date (except for a representation date; provided, however, that those representations and warranty warranties that by its terms is are expressly made only as of an earlier date, which representation and warranty the date of this Agreement shall remain true and correct not be deemed to be made on a continuing basis through any compliance certificate or in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) as connection with any renewal or conversion of such earlier date)a Borrowing Tranche. All representations, warranties, covenants and agreements made in this Agreement Agreement, the other Transaction Documents or in any certificate or other document delivered to Lender by or on behalf of Borrower pursuant to or in connection with this Agreement or the other Transaction Documents shall be deemed to have been relied upon by Lender pursuant to the terms hereof and notwithstanding Lender’s review of any documents or materials delivered by Borrower to Lender pursuant to the terms hereof and notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf (and Borrower hereby acknowledges such reliance by Lender in making the Loan Facility and all disbursements thereunder) and). All representations, furthermorewarranties, covenants and agreements made in this Agreement, the other Transaction Documents or in any certificate or other document delivered to Lender by or on behalf of Borrower pursuant to or in connection with this Agreement or the other Transaction Documents shall survive the making of any or all of the disbursements of proceeds under the Loan Facility and continue in full force and effect with respect to the date as of which they were made as long as there remains unperformed any obligations to Lender hereunder under this Agreement or under any of the other Transaction Documents.

Representations and Warranties Generally. The representations and warranties of Company set forth in this Agreement that do not contain a “Material Adverse Effect” qualification or in any other Transaction Document will be express materiality or similar qualification are true and correct in all material respects (where not already qualified by materiality, i) as of the EXECUTION VERSION Closing Date and (ii) as otherwise specifically provided herein. The representations and warranties of Company set forth in all respects subject to the expressly provided this Agreement that contain a “Material Adverse Effect” qualification or any other express materiality qualification(s)) or similar qualification are true and correct (a) on as of the date of this Agreement, Closing Date and (b) as otherwise specifically provided herein, and (c) as otherwise provided in . None of the quarterly compliance certificates delivered pursuant to Section 6.3 with the same force and effect as if made on each such date (except for a representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) as of such earlier date). All representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to Lender Purchasers by or on behalf of Borrower Company pursuant to or in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances when made and as of the Closing Date. Such representations and warranties shall be deemed to have been relied upon by Lender each Purchaser notwithstanding Lendera Purchaser’s review of any documents or materials delivered by Borrower Company to Lender a Purchaser pursuant to the terms hereof and notwithstanding any investigation heretofore or hereafter made by Lender Purchasers or on its their behalf (and Borrower Company hereby acknowledges such reliance by Lender in making the Loan and all disbursements thereunder) andeach Purchaser), furthermore, shall survive the making of any or all provided that each Purchaser represents that as of the disbursements date of proceeds under this Agreement it has no actual knowledge that any of Company’s representations or warranties is or might be inaccurate; and the Loan covenants and agreements of Company to the Purchasers that by their nature are to be performed in the future shall continue in full force and effect with respect to the date as of which they were made as so long as there remains unperformed any obligations to Lender hereunder or under any of the other Transaction Documentsthey remain unperformed.

Representations and Warranties Generally. The representations and warranties of Purchaser set forth in this Agreement or in any other Transaction Document will be are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) (a) on as of the date hereof. None of this Agreement, (b) as otherwise provided herein, and (c) as otherwise provided in the quarterly compliance certificates delivered pursuant to Section 6.3 with the same force and effect as if made on each such date (except for a representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects subject to the expressly provided materiality qualification(s)) as of such earlier date). All representations, warranties, covenants and or agreements made in this Agreement by Purchaser contains any untrue statement of a material fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading in any light of the circumstances when made. Any certificate or other document signed by a duly authorized representative of Purchaser and delivered to Lender by Company or on behalf of Borrower pursuant to or in connection with this Agreement counsel for Company shall be deemed to have been relied upon be a representation and warranty by Lender notwithstanding LenderPurchaser to Company as to the matters set forth therein. Purchaser hereby agrees and acknowledges that Purchaser’s review purchase of any documents or materials delivered by Borrower to Lender the Subordinated Notes at Closing pursuant to Sections 2 and 3 shall constitute Purchaser’s affirmative representation and warranty that (i) the terms hereof representations and notwithstanding any investigation heretofore or hereafter made by Lender or warranties of Purchaser set forth in this Agreement are true and correct on its behalf (and Borrower hereby acknowledges such reliance by Lender in making the Loan and all disbursements thereunder) and, furthermore, shall survive the making of any or all as of the disbursements Closing Date as though made on and as of proceeds under the Loan and continue in full force and effect with respect Closing Date (except to the date extent that any such that representations and warranties are made as of a specified date, in which they were made case such representations and warranties shall be affirmed true and correct as long as there remains unperformed any obligations to Lender hereunder or under any of such date(s)), and that none of the other Transaction Documentsrepresentations, warranties, covenants, or agreements made in this Agreement by Purchaser contains any untrue statement of a material fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances as of the Closing Date, and (ii) Purchaser has performed, satisfied, and complied with in all material respects all covenants, agreements, and conditions required by this Agreement to be performed, satisfied, or complied with by Purchaser at or prior to Closing.