Common use of XXXXXXXX’S REPRESENTATIONS AND WARRANTIES Clause in Contracts

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and (ix) there is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Collateral.

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Lender that: (i) Borrower will comply with all laws, statutes, regulations [Note: representations and ordinances pertaining warranties to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) be consequentially altered if Borrower is other than a Corporation.] the Borrower is a [corporation duly organized, licensedincorporated/partnership duly formed], validly existing and in good standing under the laws of its state the [Province of formation and shall hereafter remain in good standing in that state●], and is duly qualified, licensed qualified and in good standing in every under the laws of each other state jurisdiction in which it such qualification is doing business, and shall hereafter remain duly required. The Borrower is qualified, licensed or registered to carry on business under Applicable Laws in all jurisdictions in which such qualification, licensing or registration is necessary; the execution and delivery of this Agreement by the Borrower and the performance by the Borrower of its obligations under this Agreement have been duly authorized by all necessary corporate action including, without limitation, the obtaining of all necessary shareholder consents. No authorization, consent, approval, registration, qualification, designation, declaration or filing with any Governmental Authority or other Person, is or was necessary in connection with the execution, delivery and performance of the Borrower’s obligations under this Agreement except as are in full force and effect, unamended, at the date of this Agreement; the Borrower has the power and authority to own its properties, to carry on its business as now being conducted and to execute and deliver this Agreement; the execution and delivery by the Borrower and the performance by the Borrower of its obligations under, and compliance with the terms, conditions and provisions of, this Agreement will not (i) conflict with or result in a breach of any of the terms or conditions of (A) its constating documents or by-laws, (B) any Applicable Laws or Governmental Approvals, (C) any contractual restriction binding on or affecting it or its properties, or (D) any judgment, injunction, determination or award which is binding on it, or (ii) result in, require or permit (A) the imposition of any encumbrance in, on or with respect to any of its assets or property, (B) the acceleration of the maturity of any other indebtedness binding on or affecting the Borrower, or (C) any third party to terminate or acquire rights under any contract binding upon it or its properties; this Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, subject only to any limitation under Applicable Laws relating to (i) bankruptcy, insolvency, arrangement or creditors' rights generally, and (ii) the discretion that a Court may exercise in the granting of equitable remedies; the Borrower possesses all authorizations, permits, consents, registrations, and Governmental Approvals necessary to properly conduct its respective businesses at full operating capacity and all such authorizations, permits, consents, registrations, and approvals are in good standing and in every other state full force and effect; all financial statements and information delivered to the Lender by the Borrower were prepared in which it is doing businessaccordance with Acceptable Accounting Standards and are correct and complete and present fairly the financial condition, and shall hereafter remain duly qualifiedreflect all known liabilities, licensed contingent or otherwise, of the Borrower as of the dates of such statements and in good standing in every other state in which the failure to qualify or become licensed could have a information, and since such dates no material adverse effect on change in the assets, liabilities, financial condition, business or operations of Borrowerthe Borrower has occurred; (iv) the true all tax returns and correct legal name reports of the Borrower is set forth in the application; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers powers, its predecessors required by Applicable Laws to be filed have been duly authorizedfiled, are not in contravention of law or the terms of Borrower’s charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; taxes, assessments, other governmental charges or levies (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules those presently payable without penalty or regulations the validity or applicability of which it is contesting interest and those that are being contested in good faith or provisions of in appropriate proceedings) upon the Borrower and its predecessors and upon any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial conditiontheir properties, business assets, income or prospects or the value of the Collateralfranchises, that are due and payable have been paid; and (ix) there is no action, suitclaim, or proceeding or investigation pending or, to Borrowers knowledgethe knowledge of the Borrower, threatened against or affecting it the Borrower that, either in any case or in the aggregate, affects the Borrower’s ability to perform its obligations under this Agreement, or that challenges the validity of this Agreement or any action taken or to be taken in connection with this Agreement; the Borrower is not in default with respect to any debt, direct or indirect in an amount, either individually or in the aggregate, exceeding the greater of its assets before (i) one hundred thousand dollars ($100,000), or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value (ii) five percent (5%) of the CollateralLoan amount, and which the Lender reasonably determines impairs the Lender’s prospects of full repayment of all amounts outstanding under this Agreement; the Borrower is in compliance in all material respects with all Applicable Laws and Governmental Approvals; and the proceeds of the Loan evidenced hereby shall be used solely for the purpose of satisfying the Borrower’s Loss Charges. The representations and warranties in this Agreement and in any certificates or documents delivered to the Lender shall not merge in or be prejudiced by and shall survive the provision of the Loan and shall continue in full force and effect so long as any amounts are owing by the Borrower to the Lender under this Agreement.

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s Xxxxxxxx's business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ ' fees) or other harm arising out of any violation thereof; (ii) Borrower’s 's principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (v) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the Borrower's business; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers Xxxxxxxx's powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s 's charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers constating documents and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and (ix) there is no action, suit, proceeding or investigation pending or, to Borrowers Borrower's knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Collateral; (x) all information provided by Borrower and/or Guarantor as part of the application process for the Loan was true and complete; (xi) Borrower does not intend to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within 6 months of the date hereof; and (xii) Borrower is not presently insolvent within the meaning of the Uniform Commercial Code as well as the United States Bankruptcy Code.

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and (ix) there is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Collateral.. Please initial this document here

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: that (ia) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, it is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its the state of formation its formation, duly qualified to do business and shall hereafter will remain duly qualified during the term of each Loan in good standing in that stateeach state where necessary to carry on its present business and operations, including the jurisdiction(s) where the Collateral will be located as specified on each Exhibit A to each Note, except where failure to be so qualified would not have a Material Adverse Effect; (b) it [*] Confidential Treatment Requested has full authority to execute and deliver this Security Agreement and the Notes and perform the terms hereof and thereof, and this Security Agreement and the Notes have been duly authorized, executed and delivered and constitute valid and binding obligations of Borrower enforceable in accordance with their terms; (c) the execution and delivery of this Security Agreement and the Notes will not contravene any law, regulation or judgment affecting Borrower or result in any breach of any material agreement or other instrument binding on Borrower; (d) no consent of Xxxxxxxx's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, which has not already been obtained or performed, as appropriate, is duly qualified, licensed and in good standing in every other state in a condition to the performance of the terms of this Security Agreement or the Notes; (e) there is no action or proceeding pending or threatened against Borrower before any court or administrative agency which it is doing might have a Material Adverse Effect on the business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business condition or operations of Borrower; (ivf) at the true time any Loan is made hereunder, Xxxxxxxx owns and correct legal name will keep all of the Borrower is set forth in the application; (vi) the executionCollateral free and clear of all liens, delivery claims and performance of encumbrances, and, except for this Security Agreement, and any other document executed in connection herewiththere is no deed of trust, are within Borrowers powersmortgage, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws security agreement or other constating documents, or of third party interest against any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; (g) at the time any Loan is made hereunder, Borrower has good and marketable title to the Collateral; (h) at the time any Loan is made hereunder, all Collateral has been received, installed and is ready for use and is satisfactory in all respects for the purposes of this Security Agreement; (i) the Collateral is, and will remain at all times under applicable law, removable personal property, which is free and clear of any lien or encumbrance except in favor of Lender, notwithstanding the manner in which the Collateral may be attached to any real property; (j) all credit and financial information submitted to Lender herewith or at any other time is and will at the time given be true and correct in all material respects; and (ixk) there the security interest granted to Xxxxxx hereunder is no actiona first priority security interest, suitand (l) on or before January 1, proceeding or investigation pending or2000, Xxxxxxxx's computer system shall be Year 2000 performance compliant and will thus be able to Borrowers knowledgeaccurately process date data from, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or into and between the value of the Collateraltwentieth and twenty-first centuries including leap year calculations.

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with hereby reaffirms all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is representations and warranties set forth in the application; (vi) the execution, delivery and performance of this Loan Agreement, and further represents and warrants to Lender that (a) the execution and delivery of this Amendment do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which it is a party or by which it or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower is subject; (b) this Amendment constitutes a legal, valid and binding obligation enforceable in accordance with its terms; (c) the execution and delivery of, and performance under, this Amendment are within its power and authority without the joinder or consent of any other document executed in connection herewith, are within Borrowers powers, party and have been duly authorizedauthorized by all requisite action, and are not in contravention of law any law, or the terms of Borrower’s charter, by-laws or other its constating documents, documents or of any indenture, agreement or undertaking to which Borrower it is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate party or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and is bound; (d) upon execution of this Amendment by all applicable lawsparties, rules and regulations other than lawsthere exists no Event of Default under the Loan Agreement; (e) there are no offsets, rules claims, counterclaims, cross-claims or regulations defenses with respect to its obligations under the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects Loan Agreement or the value of the CollateralNote; and (ixf) there it is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any duly organized and legally existing in good standing under the laws of the state of its assets before organization, is duly qualified to do Ex 10.260 business in the jurisdiction in which it does business, and has not been dissolved. Xxxxxxxx agrees to indemnify and hold Lender harmless against any loss, claim, damage, liability or by expense (including, without limitation, attorneys’ fees) incurred as a result of any court representation or other governmental authority whichwarranty herein which proves to be untrue or inaccurate in any respect, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or and any such occurrence shall constitute an Event of Default under the value of the CollateralLoan Agreement.

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with hereby reaffirms all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is representations and warranties set forth in the application; (vi) the execution, delivery and performance of this Loan Agreement, and further represents and warrants to Lender that (a) the execution and delivery of this Amendment do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which it is a party or by which it or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower is subject; (b) this Amendment constitutes a legal, valid and binding obligation enforceable in accordance with its terms; (c) the execution and delivery of, and performance under, this Amendment are within its power and authority without the joinder or consent of any other document executed in connection herewith, are within Borrowers powers, party and have been duly authorizedauthorized by all requisite action, and are not in contravention of law any law, or the terms of Borrower’s charter, by-laws or other constating documents, its constituent documents or of any indenture, agreement or undertaking to which Borrower it is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate party or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and is bound; (d) upon execution of this Amendment by all applicable lawsparties, rules and regulations other than lawsthere exists no Event of Default under the Loan Agreement; (e) there Ex 10.269 are no offsets, rules claims, counterclaims, cross-claims or regulations defenses with respect to its obligations under the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects Loan Agreement or the value of the CollateralNote; and (ixf) there it is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any duly organized and legally existing in good standing under the laws of the state of its assets before organization, is duly qualified to do business in the jurisdiction in which it does business, and has not been dissolved. Xxxxxxxx agrees to indemnify and hold Lender harmless against any loss, claim, damage, liability or by expense (including, without limitation, attorneys’ fees) incurred as a result of any court representation or other governmental authority whichwarranty herein which proves to be untrue or inaccurate in any respect, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or and any such occurrence shall constitute an Event of Default under the value of the CollateralLoan Agreement.

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and (ix) there is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Collateral.. Please initial this document here______

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Lender Collateral; and (ix) there is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Lender Collateral.. Please initial this document here_______________

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. 6.1 The Borrower hereby represents and warrants thatto the Non-Bank Financial Institution: It is a company duly incorporated under the Companies Act, 1956/Companies Act, 2013 and nothing in this Agreement conflicts with the memorandum or articles of association of the Borrower(s), <Applicable only wh ere the Borrow er(s) is a company> is a corpora te body duly incorporated under its constituting law and nothing in this Agreement conflicts with the constituting or incorporating documents of the Borrower(s) <Applicable only where the Borrower(s)/ is a corporate body> is a partnership firm duly constituted in accordance with the Indian Partnership Act, 1932 and nothing in this Agreement conflicts with the deed of partnership <Applicable only where the Borrower(s) is a partnership firm> is / are individuals competent to contract under the Indian Contract Act, 1872 <Applicable only where the Borrower(s) is/ are an individual(s)>; That the Borrower shall provide all information, including but not limited to information regarding other credit facilities enjoyed by the Borrower, as and when required by the Non-Bank Financial Institution. The Borrower does hereby further confirm that all information given in the Application and any prior or subsequent information provided or explanation furnished to the Non-Bank Financial Institution under this Agreement are true, complete and accurate in all respects and that no fact or information necessary to be furnished by the Borrower has been omitted to be stated in order to induce the Non-Bank Financial Institution to provide the Loan; That subsequent to the Application there has been no material change which would affect the g rant of the Loan as requested for in the Application; That there are no mortgages, charges, lis-pendens, attachments, demands, liens, trust, inheritance or liens or other encumbrances or any right of way, light, water or other easements or right of support on the whole or any part of the Property; That no notice of acquisition or requisition has been issued against or published or received in respect of the Property and no adverse claim has been made against the Property or any part thereof nor is the Property reserved for any purpose; That the Borrower is absolutely seized and possessed of and otherwise well and sufficiently entitled to the Property and that the Borrower has a clear and marketable title to the Property free from all reasonable doubts and encumbrances and that the Property is/will be capable of being mortgaged in favour of the Non-Bank Financial Institution; That apart from the documents of title mentioned in the Schedule I hereunder written (ihereinafter called the said title deeds) Borrower will comply with all laws, statutes, regulations and ordinances there are no other title documents pertaining to the conduct Property and if any title deeds are found/received in respect of Borrower’s business the Property the same will form part of the title deeds deposited/ to be deposited with the Non-Bank Financial Institution to perfect the security to be created in favour of the Non-Bank Financial Institution; That the Property is not located in the category of unauthorized colonies. That no material change has taken place which would affect the purchase of the Property; That the Borrower has scrutinised and promises is satisfied with the building plans, Commencement Certificate and all the requisite permissions pertaining to hold Lender harmless from the Property and that the Construction is as per the approved plans and of a satisfactory and standard quality; That the Borrower is not a party to any damages, liabilities, costs, expenses (including attorneys’ fees) litigation of a material character affecting himself or other harm arising out the Property; and that the Bo rrower is not aware of any violation thereoffacts likely to give rise to such litigation or to material clai ms either against the Borrower or against the Property; (ii) Borrower’s principal executive office and That the office where Borrower keeps its records concerning its accountsis not aware of any document, contract rights and other property, is that shown judgement of legal process or of any latent or patent defect affecting the title of the Property or of any material defect in the applicationProperty which has remained undisclosed and/or which may affect the Non-Bank Financial Institution prejudicially; That the Property is not included in or affected by any of the schemes of Central / State Government or the improvement trust or any other public or local authority or by any alignment, widening or construction of road under any such scheme; That no suit is pending in any Court in respect of the Property nor has the Borrower been served with any notice for infringi ng the provision of any law, rules or regulations; That the Borrower has disclosed to the Non-Bank Financial Institution all facts relating to the Property and has made available to it all the documents for inspection in respect of the Property and shall furnish to the Non-Bank Financial Institution such documents as may be required by the Non-Bank Financial Institution for creation and perfection of the security to be created over the Property. That the Borrower has paid all public demands such as income tax and all other taxes and revenues payable to the Government of India or to the Government of any State or to any local authority and that at present there are no arrears of such taxes and revenues due and outstanding and no notices have been received by the Borrower in this regard; That the Property is insured for all risks and for such value as may be required by the Non-Bank Financial Institution and that the Non-Bank Financial Institution is made the sole beneficiary under the policy; That the Borrower does not violate any covenants, conditions and stipulations under any existing agreement entered into by the Borrower with any party, by availing of the Loan from the Non-Bank Financial Institution; That all necessary approvals for availing of the Loan and creating the security / securities have been obtained or shall be obtained; That the Borrower (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name case of the Borrower being a firm / company/LLP, the person executing the documents) is set forth entitled and empowered to execute this Agreement, the security documents, the promissory notes/bonds, if any and all other documents and papers in connection herewith and upon execution the applicationsame will create legal and binding obligations on the Borrower enforceable in accordance with their respective terms; (vi) That the executioncontract for sale of the Property between the Borrower and the builder/developer or as the case may be, delivery vendor is valid and performance subsisting and where applicable has been duly stamped and registered with the Sub Regi strar of Assurances; That in case of default in making Repayment of the loan installments or other amounts due from the Borrower in terms of this Agreement, the Non- Bank Financi al Institution will have complete l iberty t o sell , alienate or encumber the Property in any manner what soever the Non-Bank Financial Institution deems fit and the Borrower will hand over the vacant possession of the Property without any demur or protest and the Non-Bank Financial Institution will have complete liberty to take possession of the Property; That the Borrower shall not seek or attempt to further mortgage or charge or seek or attempt to sell, lease, sublease give on leave and licence, let out, transfer, dispose of or create any third-party rights in or over the Property or any part thereof or otherwise deal with the Property in a manner prejudicial to the interests of the Non-Bank Financial Institution and the Borrower has not entered into any agreement for sale or otherwise with any person or party in respect of the Property; That the Borrower shall abide by all the terms and conditions of this Agreement and other document documents executed/to be executed by the Borrower in connection herewithfavour of the Non-Bank Financial Institution. That the Borrower has not been declared and/or adjudged insolvent nor have any insolvency and/ winding up (applicable to a company/LLP) proceedings been initiated against the Bor rower before any court in this country. That for a case where Xxxxxxxxx Xxxx Building And Construction Services Foundation is taking over the Borrower’s Loan from another financial institution/Non-Bank Financial Institution, are within Borrowers powersthe Borrower represents, have been duly authorizeddeclares, assures, undertakes and warrants that all of the original title documents pertaining to the Borrower’s property were deposited as collateral with Financial Institution/Non-Bank Financial Institution and now will be offered to be deposited with Xxxxxxxxx Xxxx Building And Construction Services Foundation to secure the borrowing availed, were/are not in contravention materially altered or laminated. If at any point of law time, the same is/are found to be altered or the terms laminated, such event shall be treated as, including but not limited to, Event of Borrower’s charter, by-laws or other constating documents, or default under Article 8.1 (s) (Events of any indenture, agreement or undertaking to which Borrower is a party; (viiDefault) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and (ix) there is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Collateralbelow.

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with hereby reaffirms all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is representations and warranties set forth in the application; (vi) the execution, delivery and performance of this Loan Agreement, and further represents and warrants to Lender that (a) the execution and delivery of this Amendment do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which it is a party or by which it or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower is subject; (b) this Amendment constitutes a legal, valid and binding obligation enforceable in accordance with its terms; (c) the execution and delivery of, and performance under, this Amendment are within its power and authority without the joinder or consent of any other document executed in connection herewith, are within Borrowers powers, party and have been duly authorizedauthorized by all requisite action, and are not in contravention of law any law, or the terms of Borrower’s charter, by-laws or other constating documents, its constituent documents or of any indenture, agreement or undertaking to which Borrower it is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate party or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and is bound; (d) upon execution of this Amendment by all applicable lawsparties, rules and regulations other than lawsthere exists no Event of Default under the Loan Agreement; (e) there are no offsets, rules claims, counterclaims, cross-claims or regulations defenses with respect to its obligations under the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects Loan Agreement or the value of the CollateralNote; and (ixf) there it is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any duly organized and legally existing in good standing under the laws of the state of its assets before organization, is duly qualified to do business in the jurisdiction in which it does business, and has not been dissolved. Xxxxxxxx agrees to indemnify and hold Lender harmless against any loss, claim, damage, liability or by expense (including, without limitation, attorneys’ fees) incurred as a result of any court representation or other governmental authority whichwarranty herein which proves to be untrue or inaccurate in any respect, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or and any such occurrence shall constitute an Event of Default under the value of the CollateralLoan Agreement.

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and (ix) there is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Collateral.. Please initial this document here_____

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s Xxxxxxxx's business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ ' fees) or other harm arising out of any violation thereof; (ii) Borrower’s 's principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (v) (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers Borrower's powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s 's charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers constating documents and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate in all material respects and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and (ix) there is no action, suit, proceeding or investigation pending or, to Borrowers Borrower's knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Collateral; (x) all information provided by Borrower and/or Guarantor as part of the application process for the Loan was true and complete; (xi) Borrower does not intend to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within 6 months of the date hereof; and (xii) Borrower is not presently insolvent within the meaning of the Uniform Commercial Code as well as the United States Bankruptcy Code.

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s Xxxxxxxx's business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ ' fees) or other harm arising out of any violation thereof; (ii) Borrower’s 's principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s 's charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and (ix) there is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Collateral.. Please initial this document here ____

XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s Xxxxxxxx's business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ ' fees) or other harm arising out of any violation thereof; (ii) Borrower’s 's principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (v) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the Borrowers business; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s 's charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of the foregoing the failure to comply with which cannot reasonably be expected to materially adversely affect its financial condition, business or prospects or the value of the Collateral; and (ix) there is no action, suit, proceeding or investigation pending or, to Borrowers knowledge, threatened against or affecting it or any of its assets before or by any court or other governmental authority which, if determined adversely to it, would have a material adverse effect on its financial condition, business or prospects or the value of the Collateral.