Common use of Representations by the Lender Clause in Contracts

Representations by the Lender. As of the Effective Date, the date each Eligible Loan is enrolled in the Program as an Enrolled Loan (including any subsequent permitted enrollment as a result of refinancing), and the date the Lender files any Claim hereunder, the Lender represents and warrants to the MSF: (a) The Lender is authorized to conduct business in the State and has the power and authority to enter into and perform its obligations under this Agreement; (b) The Lender has taken all action on its part required to authorize, execute and deliver and perform its obligations under this Agreement. This Agreement, when executed will be valid, binding and enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other laws or principles of equity affecting the enforcement of creditors’ rights generally or by general principles of equity. (c) The Lender represents and warrants, otherwise covenants, and shall comply with all the Lender Assurances set forth on Exhibit B; (d) The Lender shall not renew, refinance, extend, amend, or otherwise modify in any way any of the Loan documents of any Enrolled Loan without the prior written consent of the Project Manager; except as permitted under this subsection. The Lender shall not change any terms of any Exhibits, or any applicable schedules thereto, made part of this Agreement. The Lender may amend the Loan without the prior written consent of the Project Manager so long as such amendments do not (a) extend the final maturity of any of the Loans, (b) increase the maximum principal amount of any of the Loans or change the rate of interest on any of the Loans, (c) release or discharge any portion of the collateral securing any of the Loans, or (d) release or discharge any Borrower or any other obligor (including any guarantor) from any of their obligations under any of the Loan documents. The Lender shall provide notice to the Project Manager of any amendments to the Loan documents, along with executed copies of any applicable amendment documents, whether or not consent is required hereunder; and (e) The Lender further affirms that neither the Lender nor its affiliates, or their respective officers, directors, managers, and members, or employees, have accepted, shall accept, have offered, or shall offer, directly or indirectly, anything of value to influence the MSF, MEDC, its Executive Committee and their respective directors, participants, officers, agents, and employees. Xxxxxx also affirms that neither Lender nor its affiliates or their respective officers, directors, managers, and members or employees have paid or agreed to pay any person, other than bona fide employees and consultants working solely for Lender or its affiliates, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the execution of this Agreement.

Representations by the Lender. As of With respect to each loan that the Effective Date, the date each Eligible Loan is enrolled Lender files for enrollment in the Program as an Enrolled Loan pursuant to Article IV (including any subsequent permitted enrollment as a result of refinancing“Filed Loan”), and the date the Lender files any Claim hereunder, the Lender represents makes the following representations and warrants to warranties as of the MSFtime of such filing: (a) The Lender has obtained from the Borrower the following representations and warranties, and, based on knowledge that the Lender has, the Lender has no reason to believe that such representations and warranties not true: (i) The Borrower is authorized a corporation, partnership, joint venture, sole proprietorship, cooperative, or other entity that (x) carries on a business activity for profit or non-profit, (y) has a principal place of business within the Commonwealth, and (z) is an eligible Small Business. (ii) The proceeds of the Filed Loan will be used by the Borrower predominantly for business activities within the Commonwealth. (iii) The proceeds of the Filed Loan will not be used to conduct business finance Passive Real Estate Ownership. (iv) The Borrower is not an executive officer, director, or principal shareholder of the Lender, or a member of the immediate family of an executive officer, director or principal shareholder of the Lender, or a related interest of any such executive officer, director, principal shareholder or member of the immediate family. For the purposes of this provision, the terms “executive officer,” “director,” “principal shareholder,” “immediate family,” and “related interest” shall refer to the same relationship to the Lender, whether or not the Lender is a member bank, as the relationship specified for those terms in connection with member banks in Part 215 of Title 12 of the State Code of Federal Regulations, including amendments of such Part 215 which may be made from time to time. (v) The aggregate principal amount of all loans to the Borrower from the Lender and has any Affiliate of the power and authority to enter into and perform its obligations under this Agreement;Lender (including the Filed Loan do not exceed two million dollars ($2,000,000)). (b) The Lender further represents and warrants as follows: (i) That the Lender has taken all action received from the Borrower a written representation, warranty and waived in the form set forth in Exhibit A stating that Borrower has no legal, beneficial or equitable interest in the non-refundable premium charges or any other funds credited to the Reserve Fund established to cover losses sustained by the Lender on its part required to authorize, execute and deliver and perform its obligations under this Agreement. This Agreement, when executed will be valid, binding and enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other laws or principles of equity affecting the enforcement of creditors’ rights generally or by general principles of equityEnrolled Loans. (cii) The Lender represents and warrants, otherwise covenants, and shall comply with all That the Lender Assurances has not made the Filed Loan in order to place, under the protection provided by the Program, prior debt which (x) is not covered under the Program and (y) is or was owed by the Borrower to the Lender or to an Affiliate of the Lender. (iii) That the Lender has disclosed to the Borrower the information concerning the Program set forth on Exhibit B; (d) The Lender shall not renew, refinance, extend, amendB hereto, or otherwise modify in any way any of the Loan documents of any Enrolled Loan without the prior such modified exhibit as may be specified by MBDC from time to time upon written consent of the Project Manager; except as permitted under this subsection. The Lender shall not change any terms of any Exhibits, or any applicable schedules thereto, made part of this Agreement. The Lender may amend the Loan without the prior written consent of the Project Manager so long as such amendments do not (a) extend the final maturity of any of the Loans, (b) increase the maximum principal amount of any of the Loans or change the rate of interest on any of the Loans, (c) release or discharge any portion of the collateral securing any of the Loans, or (d) release or discharge any Borrower or any other obligor (including any guarantor) from any of their obligations under any of the Loan documents. The Lender shall provide notice to the Project Manager of any amendments Lender. (iv) That the Lender has complied with all federal and state laws, rules and regulations pertaining to the Loan documents, along with executed copies making of any applicable amendment documents, whether or not consent is required hereunder; andthe Filed Loan. (ev) The That Lender further affirms that neither is a “financial institution” as defined in the Lender nor its affiliates, or their respective officers, directors, managers, and members, or employees, have accepted, shall accept, have offered, or shall offer, directly or indirectly, anything of value to influence the MSF, MEDC, its Executive Committee and their respective directors, participants, officers, agents, and employees. Xxxxxx also affirms that neither Lender nor its affiliates or their respective officers, directors, managers, and members or employees have paid or agreed to pay any person, other than bona fide employees and consultants working solely for Lender or its affiliates, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the execution of this AgreementUnited States Code (18USC-20).

Representations by the Lender. As of the Effective Date, the date each Eligible Loan is enrolled in the Program as an Enrolled Loan (including any subsequent permitted enrollment as a result of refinancing), and the date the The Lender files any Claim hereunder, the Lender hereby represents and warrants to the MSFCompany as follows: (a) Xxxxxx is a limited liability company, duly organized under the laws of the State of Delaware. Harvest is a limited partnership duly organized under the laws of the State of Delaware. The Lender is authorized to conduct business in the State and has the power and authority to enter into and perform its obligations under this Agreement; (b) The Lender has taken all action on its part required to authorizeexecute, execute and deliver and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated hereby. This AgreementAgreement constitutes the valid and binding obligation of each of Xxxxxx and Harvest, when executed will be valid, binding and enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency, moratorium, reorganization or moratorium and other similar laws or principles of equity affecting the enforcement of creditors’ ' rights generally and to general equitable principles. (b) The execution and delivery by the Lender of this Agreement and the consummation of the transactions contemplated hereby will not violate, constitute a default under or by general principles result in a breach of, its organizational documents or any agreement or understanding to which the Lender is a party or any Governmental Requirement to which the Lender or any of equityits assets is subject. (c) The Lender represents Each of Xxxxxx and warrants, otherwise covenants, and shall comply with all Harvest is an "accredited investor" within the Lender Assurances set forth on Exhibit B;meaning of Regulation D under the Act. (d) The Lender shall acknowledges that the Warrant Shares have not renewbeen registered under the Act and applicable state securities laws, refinanceand accordingly, extend, amend, or otherwise modify in any way any constitute "restricted securities" for purposes of the Loan documents of any Enrolled Loan without the prior written consent of the Project Manager; except as permitted under this subsectionAct and such state securities laws. The Lender shall further acknowledges and agrees that the Lender will not change any terms be able to transfer such shares except upon compliance with the registration requirements of any Exhibits, the Act and applicable state securities laws or any applicable schedules thereto, made part of this Agreementexemptions therefrom. The Lender agrees that the certificate evidencing the shares may amend the Loan without the prior written consent of the Project Manager so long as contain a restrictive legend to such amendments do not (a) extend the final maturity of any of the Loans, (b) increase the maximum principal amount of any of the Loans or change the rate of interest on any of the Loans, (c) release or discharge any portion of the collateral securing any of the Loans, or (d) release or discharge any Borrower or any other obligor (including any guarantor) from any of their obligations under any of the Loan documents. The Lender shall provide notice to the Project Manager of any amendments to the Loan documents, along with executed copies of any applicable amendment documents, whether or not consent is required hereunder; andeffect. (e) The Lender further affirms is not an officer, director or "affiliate" (as that neither term is defined in Rule 405 promulgated under the Act) of the Company. (f) The Lender has received and reviewed the following documents constituting the periodic reports filed by the Company with the SEC: (i) the Company's Annual Report on Form 10-KSB for its fiscal year ended December 31, 1999; and (ii) the Company's Quarterly Report on Form 10-QSB for its fiscal quarter ended March 31, 2000. (g) The Lender has such knowledge and expertise in financial and business matters that the Lender nor its affiliatesis capable of evaluating the merits and risks involved in an investment in the Notes and the Warrants and acknowledges that an investment in the Notes and the Warrants entails a number of very significant risks and funds should only be invested if the Lender is able to withstand the total loss of his investment. (h) Except as set forth in this Agreement or the other Transaction Documents, no representations or their respective officerswarranties have been made to the Lender by the Company or any agent, directorsemployee or affiliate of the Company. The Lender has relied solely on the representations, managerswarranties, covenants and agreements of the Company in this Agreement and the other Transaction Documents, and members, or employees, have accepted, shall accept, have offered, or shall offer, directly or indirectly, anything of value on the Lender's independent investigation in making its decision to influence acquire the MSF, MEDC, its Executive Committee Notes and their respective directors, participants, officers, agents, and employees. Xxxxxx also affirms that neither Lender nor its affiliates or their respective officers, directors, managers, and members or employees have paid or agreed to pay any person, other than bona fide employees and consultants working solely for Lender or its affiliates, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the execution of this AgreementWarrants.

Representations by the Lender. As of the Effective Date, the date each Eligible Loan is enrolled in the Program as an Enrolled Loan (including any subsequent permitted enrollment as a result of refinancing), and the date the The Lender files any Claim hereunder, the Lender hereby represents and warrants to the MSFCompany as follows: (a) Xxxxxx is a limited liability company, duly organized under the laws of the State of Delaware. Harvest is a limited partnership duly organized under the laws of the State of Delaware. The Lender is authorized to conduct business in the State and has the power and authority to enter into and perform its obligations under this Agreement; (b) The Lender has taken all action on its part required to authorizeexecute, execute and deliver and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated hereby. This AgreementAgreement constitutes the valid and binding obligation of each of Xxxxxx and Harvest, when executed will be valid, binding and enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency, moratorium, reorganization or moratorium and other similar laws or principles of equity affecting the enforcement of creditors’ ' rights generally and to general equitable principles. (b) The execution and delivery by the Lender of this Agreement and the consummation of the transactions contemplated hereby will not violate, constitute a default under or by general principles result in a breach of, its organizational documents or any agreement or understanding to which the Lender is a party or any Governmental Requirement to which the Lender or any of equityits assets is subject. (c) The Lender represents Each of Xxxxxx and warrants, otherwise covenants, and shall comply with all Harvest is an "accredited investor" within the Lender Assurances set forth on Exhibit B;meaning of Regulation D under the Act. (d) The Lender shall acknowledges that the Warrant Shares have not renewbeen registered under the Act and applicable state securities laws, refinanceand accordingly, extend, amend, or otherwise modify in any way any constitute "restricted securities" for purposes of the Loan documents of any Enrolled Loan without the prior written consent of the Project Manager; except as permitted under this subsectionAct and such state securities laws. The Lender shall further acknowledges and agrees that the Lender will not change any terms be able to transfer such shares except upon compliance with the registration requirements of any Exhibits, the Act and applicable state securities laws or any applicable schedules thereto, made part of this Agreementexemptions therefrom. The Lender agrees that the certificate evidencing the shares may amend the Loan without the prior written consent of the Project Manager so long as contain a restrictive legend to such amendments do not (a) extend the final maturity of any of the Loans, (b) increase the maximum principal amount of any of the Loans or change the rate of interest on any of the Loans, (c) release or discharge any portion of the collateral securing any of the Loans, or (d) release or discharge any Borrower or any other obligor (including any guarantor) from any of their obligations under any of the Loan documents. The Lender shall provide notice to the Project Manager of any amendments to the Loan documents, along with executed copies of any applicable amendment documents, whether or not consent is required hereunder; andeffect. (e) The Lender further affirms is not an officer, director or Aaffiliate@ (as that neither term is defined in Rule 405 promulgated under the Act) of the Company. (f) The Lender has received and reviewed the following documents constituting the periodic reports filed by the Company with the SEC: (i) the Company's Annual Report on Form 10-KSB for its fiscal year ended December 31, 1999; and (ii) the Company's Quarterly Report on Form 10-QSB for its fiscal quarter ended March 31, 2000. (g) The Lender has such knowledge and expertise in financial and business matters that the Lender nor its affiliatesis capable of evaluating the merits and risks involved in an investment in the Notes and the Warrants and acknowledges that an investment in the Notes and the Warrants entails a number of very significant risks and funds should only be invested if the Lender is able to withstand the total loss of his investment. (h) Except as set forth in this Agreement or the other Transaction Documents, no representations or their respective officerswarranties have been made to the Lender by the Company or any agent, directorsemployee or affiliate of the Company. The Lender has relied solely on the representations, managerswarranties, covenants and agreements of the Company in this Agreement and the other Transaction Documents, and members, or employees, have accepted, shall accept, have offered, or shall offer, directly or indirectly, anything of value on the Lender's independent investigation in making its decision to influence acquire the MSF, MEDC, its Executive Committee Notes and their respective directors, participants, officers, agents, and employees. Xxxxxx also affirms that neither Lender nor its affiliates or their respective officers, directors, managers, and members or employees have paid or agreed to pay any person, other than bona fide employees and consultants working solely for Lender or its affiliates, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the execution of this AgreementWarrants.