Representation and Warranty Clause Example with 79 Variations from Business Contracts

Representation and Warranty. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment (a) the 3.1the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date), and (b) no Event... of Default has occurred and is continuing; 4.2 Borrower 3.2Borrower has the power and authority to execute and deliver this Amendment Agreement and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 The Agreement; 3.3The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 The 3.4The execution and delivery by Borrower of this Amendment Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement have been duly authorized; 4.5 The authorized by all necessary action on the part of Borrower; 3.5The execution and delivery by Borrower of this Amendment Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement do not and will not contravene (a) (i) conflict with any law of Borrower's organizational documents, (ii) contravene, conflict with, constitute a default under or regulation binding on violate any material Requirement of Law, (iii) contravene, conflict with or affecting Borrower, (b) violate any contractual restriction with a Person binding on Borrower, (c) any applicable order, judgment writ, judgment, injunction, decree, termination or decree award of any court Governmental Authority which Borrower or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower any of its obligations under Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except (x) such Governmental Approvals which have already been obtained and are in full force and effect (or are being obtained pursuant to Section 6.1(b) of the Loan Agreement, as amended Agreement) and (y) filings and recordings in respect of the Liens created pursuant to the applicable Loan Documents), or (v) conflict with, contravene constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and 4.7 This Amendment which Borrower is bound; 3.6This Agreement has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. View More

Representation and Warranty. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is ...continuing; 4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; Amendment, the A&R Warrant and the First Amendment Warrant; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 3 4.4 The execution and delivery by Borrower of this Amendment, the A&R Warrant and the First Amendment Warrant and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, the A&R Warrant and the First Amendment Warrant have been duly authorized; 4.5 The execution and delivery by Borrower of this Amendment, the A&R Warrant and the First Amendment Warrant and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, the A&R Warrant and the First Amendment Warrant, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment, the A&R Warrant and the First Amendment Warrant and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, the A&R Warrant and the First Amendment Warrant, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and 4.7 This Each of this Amendment, the A&R Warrant and the First Amendment Warrant has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. View More

Representation and Warranty. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 4.1 9.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and... is continuing; 4.2 9.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 9.3 The organizational documents of Existing Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 9.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 4.5 9.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 9.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and 4.7 9.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. 25 10. Ratification of Intellectual Property Security Agreements. Parent hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Intellectual Property Security Agreement dated as of March 22, 2017 between Parent and Bank, as amended by that certain First Amendment to Intellectual Property Security Agreement dated as of June 16, 2017 (as amended, the "Parent IP Security Agreement"), and acknowledges, confirms and agrees that the Parent IP Security Agreement (a) contains an accurate and complete listing of all Intellectual Property Collateral, as defined in the Parent IP Security Agreement, and (b) shall remain in full force and effect. Delaware Subsidiary hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Intellectual Property Security Agreement dated as of June 16, 2017 between Delaware Subsidiary and Bank (the "Delaware Subsidiary IP Security Agreement" and collectively with the Parent IP Security Agreement, the "Existing Borrower IP Security Agreements), and acknowledges, confirms and agrees that the Delaware Subsidiary IP Security Agreement (a) contains an accurate and complete listing of all Intellectual Property Collateral, as defined in the Delaware Subsidiary IP Security Agreement, and (b) shall remain in full force and effect. Borrower hereby acknowledges and agrees that all references in the Loan Agreement to "IP Agreement" shall mean and include, collectively, the Existing Borrower IP Security Agreements and the New Borrower IP Security Agreement. View More

Representation and Warranty. To induce Bank to enter into this Amendment, 5.2The certified charters of Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately after giving effect to delivered in connection with this Amendment (a) the representations and warranties contained in the Loan Documents are remain true, accurate and complete in all material respects as of complete, and the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true... and correct as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 The other organizational documents of 6 Borrower previously delivered to Bank on the Effective Date remain are true, accurate and complete and have not been amended, supplemented or restated since the Effective Date and are and continue to be in full force and effect; 4.4 The 5.3The execution and delivery by Borrower of this Amendment Amendment, and the performance by Borrower of its obligations under the Loan Agreement, as Agreement (as amended by this Amendment, Amendment), have been duly authorized; 4.5 The 5.4The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) (i) conflict with any law of Borrower's organizational documents, (ii) contravene, conflict with, constitute a default under or regulation binding on violate any material Requirement of Law, (iii) contravene, conflict or affecting Borrower, (b) violate any contractual restriction with a Person binding on Borrower, (c) any applicable order, judgment writ, judgment, injunction, decree, determination or decree award of any court Governmental Authority by which Borrower or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower any of its obligations under the Loan Agreement, as amended by this Amendment, do not Subsidiaries or any of their property or assets may be bound or affected, (iv) require any order, consent, approval, license, authorization action by, filing, registration, or validation of, or filing, recording or registration qualification with, or exemption by Governmental Approval from, any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as Governmental Authority (except such Governmental Approvals which have already has been obtained and are in full force and effect) or made; (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound; and 4.7 This 5.5This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. View More

Representation and Warranty. To induce Bank Administrative Agent and Lenders to enter into this Amendment, Borrower and each Loan Party hereby represents and warrants to Bank Administrative Agent and Lenders as follows: 4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they a...re true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 Borrower and each Loan Party has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Credit Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower and each Loan Party delivered to Bank Administrative Agent and Lenders on the Effective Date Date, or subsequent thereto, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 The execution and delivery by Borrower and each Loan Party of this Amendment and the performance by Borrower and each Loan Party of its obligations under the Loan Credit Agreement, as amended by this Amendment, have been duly authorized; 4.5 The execution and delivery by Borrower and each Loan Party of this Amendment and the performance by Borrower and each Loan Party of its obligations under the Loan Credit Agreement, as amended by this Amendment, do not and will not contravene in any material respects (a) any law or regulation binding on or affecting Borrower, Borrower or any Loan Party, (b) any contractual restriction with a Person binding on Borrower, Borrower or any Loan Party, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, Borrower or any Loan Party, or (d) the organizational documents of Borrower; Borrower or any Loan Party; 4.6 The execution and delivery by Borrower and each Loan Party of this Amendment and the performance by Borrower and each Loan Party of its obligations under the Loan Credit Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, Borrower or any Loan Party, except as already has been obtained where the failure to do so, individually or made; in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and 4.7 This Amendment has been duly executed and delivered by Borrower and each Loan Party and is the binding obligation of Borrower, Borrower and each Loan Party, enforceable against Borrower and such Loan Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. View More

Representation and Warranty. To induce Bank PFG to enter into this Amendment, Second Modification, Borrower hereby represents and warrants to Bank PFG as follows: 4.1 (a) Immediately after giving effect to this Amendment (a) Second Modification (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of suc...h date), and (b) (ii) no Event of Default has occurred and is continuing; 4.2 (b) Borrower has the power and authority to execute and deliver this Amendment Second Modification and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 Agreement; 3 (c) The organizational documents of Borrower most recently delivered to Bank on the Effective Date PFG remain true, accurate accurate, and complete and have not been amended, supplemented supplemented, or restated and are and continue to be in full force and effect; 4.4 (d) The execution and delivery by Borrower of this Amendment Second Modification and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement have been duly authorized; 4.5 authorized by all necessary action on the part of Borrower; (e) The execution and delivery by Borrower of this Amendment Second Modification and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement do not and will not contravene (a) (i) any law or regulation binding on or affecting Borrower, (b) (ii) any contractual restriction with a Person binding on Borrower, (c) (iii) any order, judgment judgment, or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) (iv) the organizational documents of Borrower; 4.6 (f) The execution and delivery by Borrower of this Amendment Second Modification and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and 4.7 (g) This Amendment Second Modification has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium moratorium, or other similar laws of general application and equitable principles relating to or affecting creditors' rights. rights; and (h) Each of the disclosures and information contained in Borrower's Representations Letter dated as of August 19, 2013, unless such Representations Letter is updated under Section 6.2 hereof or such updates are otherwise disclosed in Exhibit B hereto, remains true, complete and correct as of the Second Modification Effective Date. View More

Representation and Warranty. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is ...continuing; 4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 The 4.2The organizational documents of Borrower previously delivered to Bank on the Effective Date remain are true, accurate and complete and have not been amended, supplemented or restated since the Effective Date and are and continue to be in full force and effect; 4.4 The 4.3The execution and delivery by Borrower of this Amendment Amendment, and the performance by Borrower of its obligations under the Loan Agreement, as Agreement (as amended by this Amendment, Amendment), have been duly authorized; 4.5 The 4.4The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) (i) conflict with any law of Borrower's organizational documents, (ii) contravene, conflict with, constitute a default under or regulation binding on violate any material Requirement of Law, (iii) contravene, conflict or affecting Borrower, (b) violate any contractual restriction with a Person binding on Borrower, (c) any applicable order, judgment writ, judgment, injunction, decree, determination or decree award of any court Governmental Authority by which Borrower or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower any of its obligations under the Loan Agreement, as amended by this Amendment, do not Subsidiaries or any of their property or assets may be bound or affected, (iv) require any order, consent, approval, license, authorization action by, filing, registration, or validation of, or filing, recording or registration qualification with, or exemption by Governmental Approval from, any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as Governmental Authority (except such Governmental Approvals which have already has been obtained and are in full force and effect) or made; (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound; and 4.7 This 4.5This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. View More

Representation and Warranty. To induce Bank the Administrative Agent and the Required Lenders to enter into this Amendment, Borrower the Borrowers hereby represents represent and warrants to Bank warrant as follows: 4.1 6.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they a...re true and correct as of such date), it being understood and agreed that: (i) the Borrowers are not required to update Schedules to the Loan Documents except to reflect material changes in the information contained therein since the date on which such 4 Schedules were most recently updated, and (ii) the financial information provided by the Borrowers to the Administrative Agent and the Lenders in connection with this Amendment and reflecting changes in financial results due to the Borrowers' adoption of ASC 606 constitutes the Borrowers' good faith estimate thereof, it being recognized by the Administrative Agent and the Lenders that such estimated financial results, once audited, may differ materially from the financial results provided to the Administrative Agent and the Lenders in connection with this Amendment; and (b) no Event of Default has occurred and is continuing; 4.2 6.2 Each Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Credit Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 6.3 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, have been duly authorized; 4.5 6.4 The execution and delivery by each Borrower of this Amendment and the performance by each Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting such Borrower, (b) any contractual restriction with a Person binding on such Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on such Borrower, or (d) the organizational documents of such Borrower; 4.6 6.5 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either such Borrower, except as already has been obtained or made; and 4.7 6.6 This Amendment has been duly executed and delivered by each Borrower and is the binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. View More

Representation and Warranty. To induce Bank the Administrative Agent and the Required Lenders to enter into this Amendment, Borrower the Borrowers hereby represents represent and warrants to Bank warrant as follows: 4.1 6.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they a...re true and correct as of such date), it being understood and agreed that: (i) the Borrowers are not required to update Schedules to the Loan Documents except to reflect material changes in the information contained therein since the date on which such Schedules were most recently updated, and (ii) the financial information provided by the Borrowers to the Administrative Agent and the Lenders in connection with this Amendment and reflecting changes in financial results due to the Borrowers' adoption of ASC 606 constitutes the Borrowers' good faith estimate thereof, it being recognized by the Administrative Agent and the Lenders that such estimated financial results, once audited, may differ materially from the financial results provided to the Administrative Agent and the Lenders in connection with this Amendment; and (b) no Event of Default has occurred and is continuing; 4.2 6.2 Each Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Credit Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 6.3 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, have been duly authorized; 4.5 6.4 The execution and delivery by each Borrower of this Amendment and the performance by each Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting such Borrower, (b) any contractual restriction with a Person binding on such Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on such Borrower, or (d) the organizational documents of such Borrower; 4.6 6.5 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either such Borrower, except as already has been obtained or made; and 4.7 6.6 This Amendment has been duly executed and delivered by each Borrower and is the binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. View More

Representation and Warranty. To induce Bank to enter into this Amendment, Agreement, each Borrower hereby represents and warrants to Bank as follows: 4.1 5.1 Immediately after giving effect to this Amendment Agreement (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event o...f Default has occurred and is continuing; 4.2 5.2 Each Borrower has the power and authority to execute and deliver this Amendment Agreement and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 Agreement; 5.3 The organizational documents of each Borrower previously delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 3 5.4 The execution and delivery by each Borrower of this Amendment Agreement and the performance by each Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, have been duly authorized; 4.5 5.5 The execution and delivery by each Borrower of this Amendment Agreement and the performance by each Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, do not and will not contravene (a) any law or regulation binding on or affecting any Borrower, (b) any contractual restriction with a Person binding on any Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on any Borrower, or (d) the organizational documents of any Borrower; 4.6 5.6 The execution and delivery by each Borrower of this Amendment Agreement and the performance by each Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either each Borrower, except as already has been obtained or made; and 4.7 5.7 This Amendment Agreement has been duly executed and delivered by each Borrower and is the binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. View More