Borrowers Warranties Agreement

BORROWERS WARRANTIES AGREEMENT

This Borrowers Warranties Agreement (the Agreement) is made as of Date: between Lender Name: , and Borrower Name: . Each of Lender and Borrower is referred to individually as a Party and together as the Parties.

RECITALS

WHEREAS, Lender has agreed to extend or make available financing, loans or other credit accommodations to Borrower on the terms and conditions set forth in one or more loan documents; and

WHEREAS, as a condition to such financing, Borrower has agreed to provide certain warranties and representations to induce Lender to make or continue such financing; and

WHEREAS, the Parties desire to set forth in writing the warranties, representations and certain covenants of Borrower that will survive funding of any loan or credit facility.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower represents and warrants to Lender that, as of the Effective Date and on each date on which any advance is made or any obligation is incurred or outstanding under any loan document, unless otherwise disclosed in writing to Lender:

(a) Organization and Authority. Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full corporate or other power and authority to own its properties and to carry on its business as now conducted. Borrower has the power and authority to enter into and perform its obligations under this Agreement and the other loan documents to which it is or will be a party.

(b) Authorization; Enforceability. The execution, delivery and performance by Borrower of this Agreement and each loan document have been duly authorized by all necessary corporate or other action. This Agreement constitutes a legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws and general equitable principles.

(c) No Conflicts. The execution, delivery and performance of this Agreement by Borrower will not (i) violate any provision of Borrower's organizational documents, (ii) violate any material law, regulation, order or judgment applicable to Borrower, or (iii) result in a default or require any consent under any material agreement to which Borrower is a party.

(d) Financial Statements; Solvency. The financial statements and schedules delivered to Lender fairly present Borrower's financial condition as of the dates indicated and reflect all material liabilities. Since the date of the most recent financial statements, Borrower has not sustained any material adverse change in its business, operations, assets or financial condition such that Borrower is not reasonably able to pay its debts as they become due.

(e) Taxes. Borrower has filed all federal, state and local tax returns required to be filed and has paid all taxes shown thereon to be due, except for amounts being contested in good faith by appropriate proceedings for which adequate reserves have been established in conformity with generally accepted accounting principles.

(f) Litigation and Proceedings. There are no pending or, to Borrower's knowledge, threatened actions, suits, claims or proceedings before any court or governmental authority that, individually or in the aggregate, could reasonably be expected to result in a material adverse effect on Borrower's business or its ability to perform its obligations under this Agreement.

(g) Title to Property. Borrower has good and marketable title to, or valid leasehold interests in, all real property and has good and valid title to all personal property and assets shown on Borrower's most recent balance sheet, free and clear of all liens, claims and encumbrances except those disclosed to Lender and permitted under the loan documents.

2. COVENANTS

Borrower covenants that, so long as any obligation to Lender remains outstanding, Borrower will (a) promptly notify Lender in writing of any default, litigation, tax lien or material adverse change in Borrower's financial condition, (b) maintain its existence and good standing in its jurisdiction of organization, and (c) comply with all applicable laws, rules and regulations material to its business.

3. CONTINUING AND SURVIVING WARRANTIES

All representations and warranties of Borrower contained in this Agreement shall be true and correct on the Effective Date and shall be continuing, material and shall survive the making of any advance or the funding of any loan for a period of one year following the date of funding, except that representations and warranties that by their terms are intended to survive longer shall survive for the maximum period permitted by law or as specifically provided.

4. INDEMNITY

Borrower shall indemnify, defend and hold harmless Lender and its officers, directors, agents and employees from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties, covenants or agreements of Borrower contained in this Agreement, except to the extent any such loss is determined by a final non-appealable judgment to have resulted solely from Lender's gross negligence or willful misconduct.

5. REMEDIES

Upon any breach of a representation or warranty by Borrower, Lender may, in addition to any other rights and remedies available at law or in equity, treat such breach as an event of default under the loan documents, accelerate all obligations and exercise rights and remedies set forth therein. Lender's remedies are cumulative and may be exercised singularly or concurrently.

6. NOTICES

All notices required or permitted hereunder shall be in writing and delivered in accordance with the notice addresses set forth above or to such other address as a Party may designate by written notice to the other Party.

7. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay by a Party in exercising any right shall operate as a waiver of that right or of any other right.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

9. ENTIRE AGREEMENT

This Agreement, together with the other loan documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and negotiations between the Parties relating thereto.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

11. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same instrument.

12. ADDITIONAL BORROWER WARRANTIES

Borrower further warrants that (a) the use of proceeds from any loan will not contravene any material contractual restriction or law, (b) all material licenses, permits and authorizations required to conduct Borrower's business have been obtained and are in full force and effect, and (c) Borrower maintains insurance as required by the loan documents and customary in its industry.

CERTIFICATIONS

Borrower certifies that the foregoing representations, warranties and covenants are true and complete and that Borrower will promptly supplement or amend any information delivered to Lender that becomes false or misleading in any material respect. Borrower acknowledges that Lender will rely upon such representations and warranties in making or continuing any financing.

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