Common use of Representations and Warranties of the Lenders Clause in Contracts

Representations and Warranties of the Lenders. Each Lender represents and warrants that: (a) such Lender is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect to the business of such Lender; (b) such Lender has full power and authority to enter into and to perform this Agreement in accordance with its terms and to consummate the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by such Lender and constitutes valid and binding obligations of such Lender each enforceable in accordance with its terms; and (d) to such Lender’s knowledge, the execution and performance of the transactions contemplated by this Agreement and the Loan Documents and compliance with their provisions by such Lender (i) will not violate any provision of law applicable to such Lender; and (ii) will not conflict with or result in any breach of any of the material terms, conditions or provisions of, or constitute a default under such Lender’s partnership agreement, certificate of formation or operating agreement, or any indenture, lease, agreement or other instrument to which such Lender is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to such Lender (except for violations or conflicts that, individually or in the aggregate, could not be reasonably be expected to result in a material adverse effect to such Lender).

Representations and Warranties of the Lenders. Each Lender --------------------------------------------- represents and warrants that: to each party hereto: (a) such Such Lender is a bank duly organized, validly existing existing, and in good standing under the laws of its organization and has the jurisdiction of its organization, has all requisite corporate power and authority to carry on own its business as now conducted property and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect to transact the business of such Lender; in which it is engaged or presently proposes to engage. (b) such Such Lender has full corporate power and authority to enter into execute, deliver, perform, and take all actions contemplated by, each Transaction Document to perform this Agreement in accordance with which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its terms and to consummate the transactions contemplated hereby; part. (c) this This Participation Agreement has been duly and validly executed and delivered by such Lender and constitutes this Participation Agreement constitutes, and each other Transaction Document to which such Lender is a party when executed and delivered by such Lender will constitute, the legal, valid and binding obligations obligation of such Lender each enforceable against such Lender in accordance with its terms; and , except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. (d) to such Lender’s knowledge, No Governmental Action is or will be necessary in connection with the execution and performance delivery of this Participation Agreement or any other Transaction Document by such Lender, consummation by such Lender of the transactions contemplated by this Agreement and the Loan Documents and hereby, or performance of or compliance with their provisions the terms and conditions hereof or thereof by such Lender. (e) Neither the execution and delivery of any Transaction Document by such Lender, nor the consummation by such Lender of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by such Lender does or will: (i) will not violate or conflict with any provision applicable law, rule, regulation, license, judgment, order or decree of law applicable to any government or governmental body or court having jurisdiction over the such Lender; and or (ii) will not violate, conflict with or result in any a breach of any of the material terms, conditions term or provisions condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of such Lender pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of such Lender under or in connection with, (A) the articles of incorporation or by-laws (or other constituent documents) of such Lender’s partnership agreement, certificate of formation or operating agreement, or or (B) any indenture, lease, agreement or other instrument or arrangement to which such Lender is a party or by which it or any of its properties is (now owned or hereafter acquired) may be subject or bound, or any decree, judgment, order, statute, rule or regulation applicable to . (f) No part of the funds used by such Lender to pay the purchase price of the Notes purchased by it pursuant to Section 1.03 hereof constitutes, directly or indirectly, assets in which any employee benefit plan (except for violations as defined in Section 3 of ERISA) or conflicts that, individually or its related trust has any interest. For the purposes of this paragraph "assets" means "plan assets" as defined in the aggregate, could not be reasonably be expected to result in a material adverse effect to such Lender)Department of Labor Regulations Section 2510.3-101.

Representations and Warranties of the Lenders. Each Lender Lender, severally and not jointly, represents and warrants to the Company that: : (a) such Lender is duly organizedAll action, validly existing and in good standing under corporate or otherwise, on the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect to the business part of such Lender; (b) such Lender has full power , and authority to enter into its officers, directors, and to perform shareholders or partners, as the case may be, necessary for the authorization, execution and delivery of this Agreement in accordance with its terms and to consummate the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by such Lender and constitutes valid and binding performance of all obligations of such Lender each enforceable in accordance with its terms; hereunder, has been taken or will be taken prior to the Closing Date and (d) to such Lender’s knowledge, the execution and performance of the transactions contemplated by this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and compliance legally binding obligations of such Lender, enforceable against such Lender in accordance with their provisions respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and -subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement, including the Loan Documents to which such Lender (i) will not violate any provision of law applicable to such Lender; and (ii) is a party, will not conflict with with, or result in any a breach of any of the material terms, conditions or provisions terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an investment in the Notes and the Warrants. (c) It has made such independent investigation of the Company, its management, and related matters as it deems to be necessary or advisable in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrants. (d) It had the opportunity to discuss the Company's business with the Company's senior executives. (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) It has been advised that the Notes and the Warrants are not being registered under the Act on the grounds that this transaction is exempt under the Act as not involving any public offering. (g) It has been advised that the Notes and the Warrants may not be sold or offered for sale in the absence of an effective registration statement as to the securities under the Act and any applicable state securities acts or the availability of an exemption from the registration requirements under the Act and any applicable state securities acts. (h) It is an "accredited investor" within the meaning of Rule 501 under the Act. (i) Such Lender understands that the Notes and the Warrants will be "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such Lender’s partnership agreement, certificate of formation laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or operating agreement, or any indenture, lease, agreement or other instrument to which an exemption from such registration is available. Such Lender is a party or by aware of the provisions of Rule 144 promulgated under the Act which it or any permit limited resale of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to such Lender (except for violations or conflicts that, individually or in the aggregate, could not be reasonably be expected to result shares purchased in a material adverse effect private placement subject to such Lender)the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each --------------------------------------------- Lender represents and warrants that: to each party hereto: (a) such Such Lender is a bank duly organized, validly existing existing, and in good standing under the laws of its organization and has the jurisdiction of its organization, has all requisite corporate power and authority to carry on own its business as now conducted property and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect to transact the business of such Lender; in which it is engaged or presently proposes to engage. (b) such Such Lender has full corporate power and authority to enter into execute, deliver, perform, and take all actions contemplated by, each Transaction Document to perform this Agreement in accordance with which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its terms and to consummate the transactions contemplated hereby; part. (c) this This Participation Agreement has been duly and validly executed and delivered by such Lender and constitutes this Participation Agreement constitutes, and each other Transaction Document to which such Lender is a party when executed and delivered by such Lender will constitute, the legal, valid and binding obligations obligation of such Lender each enforceable against such Lender in accordance with its terms; and , except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. (d) to such Lender’s knowledge, No Governmental Action is or will be necessary in connection with the execution and performance delivery of this Participation Agreement or any other Transaction Document by such Lender, consummation by such Lender of the transactions contemplated by this Agreement and the Loan Documents and hereby, or performance of or compliance with their provisions the terms and conditions hereof or thereof by such Lender. (e) Neither the execution and delivery of any Transaction Document by such Lender, nor the consummation by such Lender of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by such Lender does or will: (i) will not violate or conflict with any provision applicable law, rule, regulation, license, judgment, order or decree of law applicable to any government or governmental body or court having jurisdiction over the such Lender; and or (ii) will not violate, conflict with or result in any a breach of any of the material terms, conditions term or provisions condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of such Lender pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of such Lender under or in connection with, (A) the articles of incorporation or by-laws (or other constituent documents) of such Lender’s partnership agreement, certificate of formation or operating agreement, or or (B) any indenture, lease, agreement or other instrument or arrangement to which such Lender is a party or by which it or any of its properties is (now owned or hereafter acquired) may be subject or bound, or any decree, judgment, order, statute, rule or regulation applicable to . (f) No part of the funds used by such Lender to pay the purchase price of the Notes purchased by it pursuant to Section 1.03 hereof constitutes, directly or indirectly, assets in which any employee benefit plan (except for violations as defined in Section 3 of ERISA) or conflicts that, individually or its related trust has any interest. For the purposes of this paragraph "assets" means "plan assets" as defined in the aggregate, could not be reasonably be expected to result in a material adverse effect to such Lender)Department of Labor Regulations Section 2510.3-101.

Representations and Warranties of the Lenders. Each Lender Lender, severally, represents and warrants that: to each of the other parties hereto that as of each Closing Date (except to the extent any such representation or warranty expressly is made to relate to an earlier date): (a) such Lender It is a corporation duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its organization, organization and has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect to the business of such Lender; (b) such Lender has full power and authority to enter into and perform its obligations under each of the Operative Agreements to perform this which it is or will be a party and each other agreement, instrument and document to be executed and delivered by it on or before such Closing Date in connection with or as contemplated by each such Operative Agreement in accordance with its terms to which such Lender is or will be a party; (b) The execution, delivery and performance of each Operative Agreement to consummate which such Lender is or will be a party are within the transactions contemplated hereby; (c) this Agreement corporate powers of such Lender, has been duly authorized by all necessary action on such Lender's part, has been duly executed and delivered by such Lender delivered, and constitutes valid and binding obligations of such Lender each enforceable in accordance with its terms; and (d) to such Lender’s knowledge, neither the execution and performance delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by this Agreement it with any of the terms and the Loan Documents and compliance with their provisions by such Lender thereof (i) does or will require any approval or consent of any trustee or holders of any of its indebtedness or obligations or any other consent or approval that has not violate previously been obtained, (ii) does or will contravene any provision of law Legal Requirement applicable to such Lender; and , (iiiii) does or will not conflict with contravene or result in any breach of or constitute any default under or any of the material termsits other property under, conditions (A) its charter or provisions ofby-laws, or constitute a default under such Lender’s partnership agreement, certificate of formation or operating agreement, or (B) any indenture, leasemortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement or other agreement or instrument to which such Lender it is a party or by which it or any of its properties is boundmay be bound or affected, which contravention, breach, default or any decree, judgment, order, statute, rule or regulation applicable to such Lender Lien under clause (except for violations or conflicts that, individually or in the aggregate, B) could not be reasonably be expected to result in materially and adversely affect its ability to perform its obligations under the Operative Agreements to which it is a material adverse effect party or would question the validity or enforceability of any of the Operative Agreements to which it is or will become a party or (iv) does or will require any Government Action by any Governmental Authority; (c) Each Operative Agreement to which such Lender is or will be a party has been, or on or before such Closing Date will be, duly executed and delivered by such Lender), and each Financing Agreement to which such lender is a party constitutes, or upon execution and delivery will constitute, a legal, valid and binding obligation enforceable against such Lender in accordance with the terms thereof; and (d) There is no action or proceeding pending or, to its knowledge, threatened to which it is or will be a party before any Governmental Authority that, if adversely determined, would materially and adversely affect its ability to perform its obligations under the Operative Agreements to which it is a party or would question the validity or enforceability of any of the Operative Agreements to which it is or will become a party.

Representations and Warranties of the Lenders. Each Lender Lender, severally and not jointly, represents and warrants to the Company that: : (a) such Lender is duly organizedAll action, validly existing and in good standing under corporate or otherwise, on the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect to the business part of such Lender; (b) such Lender has full power , and authority to enter into its officers, directors, and to perform shareholders or partners, as the case may be, necessary for the authorization, execution and delivery of this Agreement in accordance with its terms and to consummate the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by such Lender and constitutes valid and binding performance of all obligations of such Lender each enforceable in accordance with its terms; hereunder, has been taken or will be taken prior to the Closing Date and (d) to such Lender’s knowledge, the execution and performance of the transactions contemplated by this Agreement and the Loan Documents to which such Lender is a party, when executed, constitute valid and compliance legally binding obligations of such Lender, enforceable against such Lender in accordance with their provisions respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery of this Agreement, including the Loan Documents to which such Lender (i) will not violate any provision of law applicable to such Lender; and (ii) is a party, will not conflict with with, or result in any a breach of any of the material terms, conditions or provisions terms of, or constitute a default under, the charter, bylaws or other organizational documents of such Lender. (b) It has made such independent investigation of the Company, its management, and related matters as it deems to be necessary or advisable in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrants. (c) It has made such independent investigation of the Company, its management, and related matters as it deems to be necessary or advisable in connection with an investment in the Notes and the Warrants; and each Lender has received all information and data which it believes to be necessary in order to reach an informed decision as to the advisability of an investment in the Notes and the Warrants. (d) It had the opportunity to discuss the Company's business with the Company's senior executives. (e) The Notes and the Warrants are being acquired for investment only and not for resale or with a view to the distribution thereof, except as the same may be made in compliance with all applicable securities laws. (f) It has been advised that the Notes and the Warrants are not being registered under the Act on the grounds that this transaction is exempt under the Act as not involving any public offering. (g) It has been advised that the Notes and the Warrants may not be sold or offered for sale in the absence of an effective registration statement as to the securities under the Act and any applicable state securities acts or the availability of an exemption from the registration requirements under the Act and any applicable state securities acts. (h) It is an "accredited investor" within the meaning of Rule 501 under the Act. (i) Such Lender understands that the Notes and the Warrants will be "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such Lender’s partnership agreement, certificate of formation laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. Such Lender acknowledges that the securities must be held indefinitely unless subsequently registered under the Act or operating agreement, or any indenture, lease, agreement or other instrument to which an exemption from such registration is available. Such Lender is a party or by aware of the provisions of Rule 144 promulgated under the Act which it or any permit limited resale of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to such Lender (except for violations or conflicts that, individually or in the aggregate, could not be reasonably be expected to result shares purchased in a material adverse effect private placement subject to such Lender)the satisfaction of certain conditions.

Representations and Warranties of the Lenders. Each Lender represents and warrants that: (a) such Lender Each of the Lenders hereby makes the following representations and warranties, as of the date of this Agreement as of each Funding Date: (i) each of the Lenders has been duly organized and is duly organized, validly existing and in good standing as a corporation under the laws jurisdictions of the jurisdiction states of its organization, their respective; (ii) each of the Lenders has all the requisite power and authority and legal right to carry on its business as now conducted execute and is qualified to do business indeliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement to be performed by it; (iii) no consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in good standing in, every jurisdiction where such qualification is required, except where connection with the failure execution and delivery by each of the Lenders of this Agreement; (iv) the person or persons signatory to do so, individually or in this Agreement and any document executed pursuant to it on behalf of each of the aggregate, could not reasonably be expected to result in a material adverse effect to the business of such Lender; (b) such Lender Lenders has full power and authority to enter into and to perform this Agreement in accordance with its terms and to consummate bind the transactions contemplated hereby; respective Lenders; (cv) this Agreement has been duly executed is valid, binding and delivered by such Lender and constitutes valid and binding obligations of such Lender each enforceable against Lenders in accordance with its terms; and and (dvi) to such Lender’s knowledgethe execution, the execution delivery and performance of this Agreement, and the exhibits attached hereto and the other documents contemplated herein to which each of the Lenders is a party, and the performance by each of the Lenders of all transactions contemplated herein and therein (A) have been duly authorized by this Agreement all necessary and appropriate corporate action on the Loan Documents and compliance with their provisions by such Lender part of each of the Lenders, (iB) will not violate any provision of the Certificate of Incorporation of each of the Lenders, (C) does not conflict with any term or provision of any other agreement to which each of the Lenders is a party, and (D) will not cause a breach of any applicable federal, state or municipal governmental law applicable to such Lender; or regulations, or any order, judgment, writ, award, injunction or decree of any court or governmental authority which is binding upon each of the Lenders. (b) Each of the Lenders agrees and acknowledges that each of the representations and warranties set forth in subsection (a) hereof (i) is material and being relied upon by the Borrower, (ii) will not conflict with or result is true in any breach of any all respects as of the material termsdate of this Agreement, conditions or provisions of, or constitute a default under such Lender’s partnership agreement, certificate and (iii) shall survive the execution and termination of formation or operating agreement, or any indenture, lease, agreement or other instrument to which such Lender is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to such Lender (except for violations or conflicts that, individually or in the aggregate, could not be reasonably be expected to result in a material adverse effect to such Lender)this Agreement.