Representations, Warranties and Covenants of the Borrowers. Each of the Borrowers represents and warrants to the Lender, and agrees that:
(a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date, (ii) with respect to the Shine Writs of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by the Lender;
(b) on the Seventh Amendment Effective Date, after giving effect to this Seventh Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing;
(c) the execution, delivery and performance of this Seventh Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by the Borrowers, and this Seventh Amendment is a legal, valid and binding obligation of the Borrowers enforceable against each Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and
(d) the execution, delivery and performance of this Seventh Amendment does not conflict with or result in a breach by any Borrower of any term of any material contract, loan agreement, indenture or other agreement or instrument to which such Borrower is a party or is subject.
Representations, Warranties and Covenants of the Borrowers. To induce the Forbearing Lenders to execute and deliver this Agreement, each of the Borrowers represents, warrants and covenants that:
(a) The execution, delivery and performance by such Borrower of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by such Borrower, this Agreement has been duly executed and delivered by such Borrower, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Borrower enforceable against it in accordance with their terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(b) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of such Borrower’s organizational documents or (ii) any applicable laws; and
(c) As of the date hereof, except for the Cross-Default related to the Reporting Default, no Default or Event of Default has occurred or is continuing under the Credit Agreement.
Representations, Warranties and Covenants of the Borrowers. Section 5.01 Representations and Warranties 10 Section 5.02 Additional Representations, Warranties and Covenants of the Closing Date Borrowers 10 Section 5.03 Amendments to the Loan Agreement Schedules 12 Section 6.01 Manner of Prepayment 13 Section 6.02 Principal Place of Business 13 Section 6.03 Performance of Agreements and Leases 13 Section 6.04 Ground Leases 13 Section 6.05 Easements 13 Section 6.06 Cash Trap Reserve 14 Section 6.07 Definitions 14 Section 6.08 Conditional Amendments 15 Section 7.01 Consent by Lender 16 Section 8.01 Governing Law 16 Section 8.02 Severability 17 Section 8.03 Counterparts 17 Section 9.01 Applicability 17 This FIFTH LOAN AND SECURITY AGREEMENT SUPPLEMENT AND AMENDMENT (this “Loan Agreement Supplement”) is dated as of August 9, 2012, and entered into by and among SBA PROPERTIES, INC., a Florida corporation (“SBA Properties”), SBA SITES, INC., a Florida corporation (“SBA Sites”), SBA STRUCTURES, INC., a Florida corporation (“SBA Structures” and, collectively with SBA Properties and SBA Sites, the “Existing Borrowers” and, each individually, an “Existing Borrower”), SBA INFRASTRUCTURE, LLC, a Delaware limited liability company (“SBA Infrastructure”), SBA TOWERS USVI II, INC., a Florida corporation (“SBA USVI II”), SBA MONARCH TOWERS III, LLC, a Delaware limited liability company (“SBA Monarch”, and collectively with SBA Infrastructure and SBA USVI II, the “Additional Borrowers” and collectively, with the Existing Borrowers, the “Closing Date Borrowers” and, each individually, a “Closing Date Borrower”), and MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION (f/k/a Midland Loan Services, Inc.), as servicer (the “Servicer”), on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS (as successor trustee to Bank of America, N.A. successor trustee by merger to LaSalle Bank National Association), as trustee (the “Trustee”) under that certain Trust and Servicing Agreement (the “Trust Agreement”) dated as of November 18, 2005 among SBA DEPOSITOR LLC (f/k/a SBA CMBS-1 Depositor LLC) (the “Depositor”), the Servicer and the Trustee.
Representations, Warranties and Covenants of the Borrowers. Each Borrower hereby represents and warrants to each Lender that on and as of the date hereof (i) the representations and warranties of the Borrowers contained in the Credit Agreement and any other Loan Document delivered in connection therewith to which it is a party are true and correct and apply to the Borrowers hereto with the same force and effect as though made on and as of the date hereof, (ii) the Borrowers are in compliance with all covenants contained in the Credit Agreement (as amended hereby), and (iii) no Default or Event of Default has occurred and is continuing under the Credit Agreement (as amended hereby) or any other Loan Document delivered in connection therewith to which it is a party, after giving effect to this Amendment. To the extent any claim or off-set may exist as of the date hereof, each Borrower, on behalf of itself and its successors and assigns, hereby forever and irrevocably (a) releases each Lender, the Agent and the Syndication Agent and their respective officers, representatives, agents, attorneys, employees, successors and assigns (collectively, the "Released Parties"), from any and all claims, demands, damages, suits, cross-complaints and causes of action of any kind and nature whatsoever, whether known or unknown and wherever and howsoever arising, and (b) waives any right of off-set such Borrower may have against any of the Released Parties.
Representations, Warranties and Covenants of the Borrowers. Each Borrower represents, warrants and covenants to the Lender as follows, as of the Effective Date and with respect to covenants, for so long as this Agreement is in effect or any Obligations (other than inchoate indemnity obligations not yet due and for which no claim has been made) remain outstanding:
Representations, Warranties and Covenants of the Borrowers. In order to induce Coast to enter into this Agreement and to make Loans, each Borrower represents and warrants to Coast as follows, and each Borrower covenants that the following representations will continue to be true, and that each Borrower will at all times comply with all of the following covenants:
Representations, Warranties and Covenants of the Borrowers. Each Borrower as to itself hereby represents and warrants to the Administrative Agent and each Lender as of the Effective Date:
(a) It is duly organized and validly existing in good standing (or its equivalent) under the laws of the jurisdiction of its organization, except where the failure to be so duly organized, validly existing and in good standing, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and it is duly qualified and is authorized to do business in each jurisdiction where it is required to be so qualified (or its equivalent) and where the failure to be so qualified, either individually or in the aggregate, would reasonable be expected to have a Material Adverse Effect;
(b) It has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under this Amendment;
(c) The execution, delivery and performance of this Amendment does not and will not require any consent or approval of any Governmental Authority or any other Person which has not already been obtained or is being obtained herein;
(d) This Amendment, when duly executed and delivered by the parties hereto, shall be, legal, valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with the terms set forth herein, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); and
(e) No Default or Event of Default has occurred and is continuing.
Representations, Warranties and Covenants of the Borrowers. In order to induce the Lender to make the Loans and knowing that the Lender shall rely on the following representations and warranties, the Borrowers hereby represent, warrant and covenant as of the Effective Date and on each date that a Loan is advanced to the Borrowers, that:
Representations, Warranties and Covenants of the Borrowers. In order to induce the Bank to enter into this Agreement, the Borrowers jointly and severally represent, covenant and warrant to the Bank as follows:
Representations, Warranties and Covenants of the Borrowers. Each of the Borrowers represents and warrants to the Indenture Trustee as of the date hereof and covenants with the Indenture Trustee that: Section 201.
