Common use of REPRESENTATIONS & WARRANTIES; ACKNOWLEDGEMENTS Clause in Contracts

REPRESENTATIONS & WARRANTIES; ACKNOWLEDGEMENTS. In order to induce each Lender party hereto and the Administrative Agent to enter into this Amendment, each Credit Party: (a) represents and warrants to each Lender and the Administrative Agent on and as of the First Amendment Effective Date, that: (i) Each Credit Party party hereto has all requisite power and authority to execute, deliver and perform its obligations under this Amendment and the Credit Agreement, in each case, to which it is a party and to carry out the transactions contemplated thereby. (ii) The execution, delivery and performance of this Amendment has been duly authorized by all necessary action on the part of each Credit Party that is a party thereto. (iii) This Amendment has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (i) Each of the representations and warranties set forth in the Credit Agreement and in the other Credit Documents is true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

REPRESENTATIONS & WARRANTIES; ACKNOWLEDGEMENTS. In order A. Each of the Conditionally Converting Creditors represents, warrants and covenants to induce each Lender party hereto Puget that: (1) Because of its preexisting relationship with Puget, it is aware of its currently precarious financial condition and lack of business operations currently rendering it a Shell Company, as well as the fact that it has not been able to comply with its Exchange Act reporting obligations; (2) The Conditionally Converting Creditor acknowledges that it has, based on its own substantial experience, the ability to evaluate the transactions contemplated hereby and the Administrative Agent merits and risks thereof in general and the suitability of the transaction for it in par- ticular; (3) The Conditionally Converting Creditor is fully aware of the material risks associated with becoming an investor in Puget and confirms that it was previously informed that all documents, records and books pertaining to enter into this Amendmentinvestment have been available from Puget and that all documents, each Credit Partyrecords and books pertaining to this transaction requested by it have been made available to it; (4) The Conditionally Converting Creditor has had an opportunity to ask questions of and receive answers from the officers of Puget concerning the terms and conditions of this Agreement and the transactions contemplated hereby, as well as the affairs of Puget and related matters; (5) The Conditionally Converting Creditor has represented to Puget that it has the general ability to bear the risks of the subject transaction and that it is a suitable investor for a private offering and the Conditionally Converting Creditors hereby affirms the correctness of such information to Puget; (6) The Conditionally Converting Creditors acknowledges and is aware that: (a) represents The Class B Convertible Preferred Stock is a speculative investment with no assurance that Puget will be successful, or if successful, that such success will result in payments to the Conditionally Converting Creditors or to realization of capital gains by the Conditionally Converting Creditors on disposition of the Class B Convertible Preferred Stock; and (b) The Class B Convertible Preferred Stock to be issued to it has not been registered under the Securities Act or under any state securities laws, accordingly the Conditionally Converting Creditors may have to hold such stock and warrants may not be able to liquidate, pledge, hypothecate, assign or transfer it; (7) The Conditionally Converting Creditors has obtained its own opinion from its legal counsel to the effect that after an examination of the transactions associated herewith and the applicable law, no action needs to be taken by either the Conditionally Converting Creditors or Puget in conjunction with this Agreement and the issuance of the Class B Convertible Preferred Stock in conjunction therewith, other than such actions as have already been taken in order to comply with the securities law requirements of the Conditionally Converting Creditor’s state of domicile; and (8) The Conditionally Converting Creditor has, together with its legal and investment advisors, examined the certificate of designation filed by Puget with the Nevada Secretary of State listing the attributes of the Class B Convertible Preferred Stock and considered them in making his investment decision hereunder. B. Representation and warranties of Puget and Alpere as corporate entities: Puget and Alpere hereby represent and warrant to each Lender and the Administrative Agent on and as of the First Amendment Effective Dateother Parties that they are corporate entities organized, thatoperating and in good standing as represented in this Agreement, that their entry into this Agreement has been authorized by all required corporate action and that the signatories hereto have been validly elected, are currently serving and have been properly authorized to enter into this agreement on behalf of their respective corporations; that their entry into this Agreement will not violate any applicable law or agreement to which their respective corporations are party, and that there are no liens or judgments impacting their ability to comply with the terms of this Agreement. C. Acknowledgments of the Conditionally Converting Creditors: (ia) Each Credit Party party hereto The certificates for the Class B Convertible Preferred Stock will bear restrictive legends and Puget’s transfer agent will be instructed not to transfer the subject securities unless they have been registered pursuant to Section 5 of the Securities Act or an opinion of counsel to the Conditionally Converting Creditors satisfactory to legal counsel to Puget and Xxxxx’s president has all requisite power and authority to execute, deliver and perform its obligations under this Amendment and the Credit Agreement, in each casebeen provided, to which it the effect that the proposed transaction is a party exempt from registration requirements imposed by the Securities Act, the Exchange Act and to carry out the transactions contemplated therebyany applicable state or foreign laws. (iib) The executionlegend shall read as follows: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, delivery and performance of this Amendment has been duly authorized by all necessary action as amended, or comparable state laws in reliance on the part transactional exemptive provisions of each Credit Party Section 3(a)(9) thereof and comparable state law provisions. These securities may not be transferred pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to Puget’s satisfaction." (c) Notwithstanding the foregoing, the Parties agree that is a party theretopursuant to the provisions of Rule 144(d)(3)(ii), the holding period under Rule 144 for the Class B Convertible Preferred Stock commenced on the date that the underlying funds in payment for the Converted Debt was received by or for the benefit of Puget. (iiid) This Amendment The Parties acknowledge that as newly designated securities, there is currently no market for the Class B Convertible Preferred Stock, nor will one develop in the foreseeable future nor can there be any assurances that one will ever develop; however, the Parties acknowledge that the Puget board of directors (the “Board”) has been duly executed under consideration a recommendation by Qest to issue one million shares of Class B Convertible Preferred Stock as a dividend to holders of outstanding shares of its Common Stock on a pro rata basis, such shares to be restricted from transfer for a period of one year, and delivered that should such plan be implemented, and should the Class B Convertible Preferred Stock be approved for trading by each Credit Party FINRA and should one or more securities brokerage firm authorized to make markets in securities decide to make a market therein, it is possible but not assured that is a party thereto market for the Class B Convertible Preferred Stock could develop, although, even if one developed, there can be no assurances that it would last, how it would price the Class B Convertible Preferred Stock, or that it would last long enough for the Conditionally Converting Creditors to liquidate their Class B Convertible Preferred Stock, should they chose to do so. X. Xxxxxxxx of Puget with respect to declaration of a stock dividend in shares of Class B Convertible Preferred Stock to holders of Puget Common Stock Puget hereby agrees that, within six months after it has become current in all of its Exchange Act Reports as well as in all tax reporting and is payment obligations, it will carefully consider the legally valid issuance of a stock dividend in shares of its Class B Convertible Preferred Stock to the holders of its Common Stock and binding obligation for such purposes hereby immediately agrees to reserve 1,000,000 shares of such Credit Partythe 5,000,000 newly designated shares of Class B Convertible Preferred Stock, enforceable against such Credit Party in accordance it being the understanding of the Parties that the related declaration of stock dividend will be predicated on Puget’s ability to comply with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar all applicable laws relating thereto, to or limiting creditors’ rights generally or the concurrence therewith by equitable principles relating FINRA and with market makers in Puget’s securities, and with the concurrence of any new investors in Puget securities who may have provided funds required by Puget to enforceability. (i) Each of the representations and warranties set forth in the Credit Agreement and in the other Credit Documents is true and correct become current in all material respects on and of its Exchange Act Reports as of the First Amendment Effective Date with the same effect well as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation tax reporting and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datespayment obligations.

REPRESENTATIONS & WARRANTIES; ACKNOWLEDGEMENTS. In order to induce each Lender party hereto and the Administrative Agent to enter into this Amendment, each Credit Party: (a) represents and warrants to each Lender and the Administrative Agent on and as of the First Second Amendment Effective Date, that: (i) Each Credit Party party hereto has all requisite power and authority to execute, deliver and perform its obligations under this Amendment and the Credit Agreement, in each case, to which it is a party and to carry out the transactions contemplated thereby. (ii) The execution, delivery and performance of this Amendment has have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto. (iii) This Amendment has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (iiv) Each of the representations and warranties set forth in the Credit Agreement and in the other Credit Documents is true and correct in all material respects on and as of the First Second Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) acknowledges and agrees for the benefit of each Lender and the Administrative Agent on and as of the Second Amendment Effective Date, that: (i) no right of offset, recoupment, defense, counterclaim, claim, cause of action or objection exists in favor of such Credit Party or Servicer against any Agent or Lender arising out of or with respect to (x) the Obligations, this Amendment or the other Credit Documents, (y) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (z) the administration or funding of the Loans; (ii) (x) Administrative Agent’s and the Lenders’ agreement to make the amendments contained herein does not and shall not create (nor shall any Credit Party rely upon the existence of or claim or assert that there exists) any obligation of Administrative Agent or any Lender to consider or agree to any further waiver, consent or amendment with respect to any Credit Document, and (y) in the event that Administrative Agent or any Lender subsequently agrees to consider any further waiver, consent or amendment with respect to any Credit Document, neither this Amendment nor any other conduct of Administrative Agent or any Lender shall be of any force and effect on Administrative Agent’s or any Lender’s consideration or decision with respect thereto.

REPRESENTATIONS & WARRANTIES; ACKNOWLEDGEMENTS. In order to induce each Lender party hereto and the Administrative Agent to enter into this Amendment, each Credit Party: (a) represents and warrants to each Lender and the Administrative Agent on and as of the First Amendment Effective Datedate hereof, that: (i) Each Credit Party party hereto has all requisite power and authority to execute, deliver and perform its obligations under this Amendment and the Credit Agreement, in each case, to which it is a party and to carry out the transactions contemplated thereby. (ii) The execution, delivery and performance of this Amendment has have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto. (iii) This Amendment has been duly executed and delivered by each Credit Party that is a party thereto hereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (iiv) Each of the representations and warranties set forth in the Credit Agreement and in the other Credit Documents is true and correct in all material respects on and as of the First Amendment Effective Date date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) acknowledges and agrees for the benefit of each Lender and the Administrative Agent on and as of the date hereof, that: (i) no right of offset, recoupment, defense, counterclaim, claim, cause of action or objection exists in favor of such Credit Party against Administrative Agent or any Lender arising out of or with respect to (x) the Obligations, this Amendment or the other Credit Documents, (y) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (z) the administration or funding of the Loans; (ii) (x) Administrative Agent’s and Requisite Lenders’ agreement to agree to the amendments contained herein does not and shall not create (nor shall any Credit Party rely upon the existence of or claim or assert that there exists) any obligation of Administrative Agent or any Lender to consider or agree to any further waiver, consent or amendment with respect to any Credit Document, and (y) in the event that Administrative Agent or any Lender subsequently agrees to consider any further waiver, consent or amendment with respect to any Credit Document, neither this Amendment nor any other conduct of Administrative Agent or any Lender shall be of any force and effect on Administrative Agent’s or any Lender’s consideration or decision with respect thereto.

REPRESENTATIONS & WARRANTIES; ACKNOWLEDGEMENTS. In order to induce each Lender party hereto and the Administrative Agent to enter into this Amendment, each Credit Party: (a) represents and warrants to each Lender and the Administrative Agent on and as of the First Amendment Effective Datedate hereof, that: (i) Each Credit Party party hereto has all requisite power and authority to execute, deliver and perform its obligations under this Amendment and the Credit Agreement, in each case, to which it is a party and to carry out the transactions contemplated thereby. (ii) The execution, delivery and performance of this Amendment has have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto. (iii) This Amendment has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (iiv) Each of the representations and warranties set forth in the Credit Agreement and in the other Credit Documents is true and correct in all material respects on and as of the First Amendment Effective Date date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) acknowledges and agrees for the benefit of each Lender and the Administrative Agent on and as of the date hereof, that: (i) no right of offset, recoupment, defense, counterclaim, claim, cause of action or objection exists in favor of such Credit Party against Administrative Agent or any Lender arising out of or with respect to (x) the Obligations, this Amendment or the other Credit Documents, (y) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (z) the administration or funding of the Loans; (ii) (x) Administrative Agent’s and the Lenders’ agreement to agree to the consents and the amendments contained herein does not and shall not create (nor shall any Credit Party rely upon the existence of or claim or assert that there exists) any obligation of Administrative Agent or any Lender to consider or agree to any further waiver, consent or amendment with respect to any Credit Document, and (y) in the event that Administrative Agent or any Lender subsequently agrees to consider any further waiver, consent or amendment with respect to any Credit Document, neither this Amendment nor any other conduct of Administrative Agent or any Lender shall be of any force and effect on Administrative Agent’s or any Lender’s consideration or decision with respect thereto.

REPRESENTATIONS & WARRANTIES; ACKNOWLEDGEMENTS. In order to induce each Lender party hereto and the Administrative Agent to enter into this Fifth Amendment, each Credit Party: (a) represents and warrants to each Lender and the Administrative Agent on and as of the First Fifth Amendment Effective Date, that: (i) Each Credit Party party hereto has all requisite power and authority to execute, deliver and perform its obligations under this Fifth Amendment and the Credit Agreement, in each case, to which it is a party and to carry out the transactions contemplated thereby. (ii) The execution, delivery and performance of this Fifth Amendment has have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto. (iii) This Fifth Amendment has been duly executed and delivered by each Credit Party that is a party thereto hereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (iiv) Each of the representations and warranties set forth in the Credit Agreement and in the other Credit Documents is true and correct in all material respects on and as of the First Fifth Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) acknowledges and agrees for the benefit of each Lender and the Administrative Agent on and as of the Fifth Amendment Effective Date, that: (i) no right of offset, recoupment, defense, counterclaim, claim, cause of action or objection exists in favor of such Credit Party against Administrative Agent or any Lender arising out of or with respect to (x) the Obligations, this Fifth Amendment or the other Credit Documents, (y) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (z) the administration or funding of the Loans; (ii) (x) Administrative Agent’s and Requisite Lenders’ agreement to agree to the amendments contained herein does not and shall not create (nor shall any Credit Party rely upon the existence of or claim or assert that there exists) any obligation of Administrative Agent or any Lender to consider or agree to any further waiver, consent or amendment with respect to any Credit Document, and (y) in the event that Administrative Agent or any Lender subsequently agrees to consider any further waiver, consent or amendment with respect to any Credit Document, neither this Fifth Amendment nor any other conduct of Administrative Agent or any Lender shall be of any force and effect on Administrative Agent’s or any Lender’s consideration or decision with respect thereto.