200011180 - Laserfiche WebLink

Browse

20001 1so between American Family and Borrower and shall also be binding upon and available to any subsequent assignee of this Trust Deed. ARTICLE 8 GENERAL REPRESENTATIONS AND WARRANTIES SECTION 8.1 REPRESENTATIONS AND WARRANTIES. As a material inducement to American Family's extension of credit to Borrower in connection with the Loan, Borrower represents and warrants to American Family, its successors and assigns, that, as of the date hereof: (a) Each Borrower and Guarantor are corporations duly organized and validly existing under the laws of Ohio and Delaware, respectively, that Borrower has all requisite power and authority to own, lease and operate the Premises, to execute and deliver the Loan Documents, and to perform all covenants and obligations as contemplated under the Loan Documents; and that Borrower is in compliance with all laws, regulations, ordinances and orders of public authorities applicable to it. (b) Neither the borrowing of the monies, nor the execution and delivery of the Loan Documents, nor the performance of the covenants and obligations provided for therein on the part of Borrower or Guarantor, will contravene, violate or constitute a default under the Bylaws of Borrower or Guarantor or any agreement with any creditors of Borrower or Guarantor, or any law, ordinance, governmental regulation, agreement or indenture to which Borrower or Guarantor is a party or by which Borrower, Guarantor or Borrower's properties are bound. (c) There are no: (i) bankruptcy proceedings involving Borrower or Guarantor, and none is contemplated; (ii) dissolution proceedings involving Borrower or Guarantor, and none is contemplated; (iii) unsatisfied judgments of record against Borrower or Guarantor; or (iv) tax Liens filed against Borrower or Guarantor. (d) The Loan Documents have been duly executed and delivered by Borrower and Guarantor and constitute the legal, valid and binding obligations of Borrower and Guarantor, enforceable in accordance with their terms, except as enforcement of remedies may be limited by bankruptcy, insolvency or similar laws affecting generally the exercise and enforcement of creditor's rights and remedies. (e) There are no judgments, suits, actions or proceedings at law or in equity or by or before any government agency, to Borrower's Knowledge, threatened or pending against Borrower or Guarantor or, to Borrower's Knowledge, threatened or pending against any Tenant or the Premises, nor has any judgment, decree or order been issued against Borrower, any member of Borrower, or any Guarantor, nor has any judgment, decree or order 41