Common use of BORROWER REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this AgreementAmendment, the representations and warranties contained in the Credit Agreement Agreement, and the representations and warranties contained in the other Loan Documents Documents, are true and correct in all material respects on and as of the Effective Date date of this Amendment as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this AgreementAmendment, no Default or Event of Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementAmendment; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure the Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents Documents, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Credit Agreement Security Instruments, the Guaranties, and the representations and warranties contained in each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date Date, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the Borrowings up to the aggregate Commitment as amended hereby, are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the a legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementAgreement that have not been obtained; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents Credit Documents, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) as of the Effective Date, (i) there are no Material Domestic Subsidiaries and (ii) no Non-Material Domestic Subsidiary is required to be a Guarantor pursuant to Section 5.6 of the Credit Agreement and (f) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Credit Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; provided that any representation or warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (b) after giving effect to this Agreement, any qualification therein) in all respects; (b) no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate partnership power and authority of the Borrower and have been duly authorized by appropriate corporate and governing partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by the Borrower in connection with the execution, delivery, performance, delivery and performance of this Agreement by the Borrower or the validity and enforceability of this AgreementAgreement against the Borrower; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure Borrower’s obligations under the Loan Credit Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in Article IV of the Credit Agreement and the representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents are true and correct in all material respects on and as of the Effective Date Date, after giving effect to the terms of this Agreement, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the a legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement Agreement, and the representations and warranties contained in the other Loan Documents Documents, are true and correct in all material respects on and as of the Effective Date date of this Agreement as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure the Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this AgreementAmendment, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this AgreementAmendment, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementAmendment; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Credit Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate partnership power and authority of the Borrower and have been duly authorized by appropriate corporate and governing partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by the Borrower in connection with the execution, delivery, performance, performance of this Agreement by the Borrower or the validity and enforceability of this AgreementAgreement against the Borrower; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure Borrower’s obligations under the Loan Credit Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents Documents, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents Credit Documents, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; and (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan DocumentsAmendment.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in Article IV of the Credit Agreement and the representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents are true and correct in all material respects on and as of the Effective Date Date, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the Borrowings up to the aggregate Commitment as amended hereby, are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the a legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in Article IV of the Credit Agreement and the representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents are true and correct in all material respects on 4- and as of the Effective Date Date, after giving effect to the terms of this Agreement, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the a legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s 's obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Credit Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate partnership power and authority of the Borrower and have been duly authorized by appropriate corporate and governing partnership action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by the Borrower in connection with the execution, delivery, performance, performance of this Amendment by the Borrower or the validity and enforceability of this AgreementAmendment against the Borrower; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure Borrower’s obligations under the Loan Credit Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents Agreement, as amended hereby, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement First Amendment are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement First Amendment constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementFirst Amendment; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents Documents, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure the Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents Documents, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents Credit Documents, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) as of the Effective Date, (i) there are no Material Domestic Subsidiaries and (ii) no Non-Material Domestic Subsidiary is required to be a Guarantor pursuant to Section 5.6 of the Credit Agreement and (f) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan DocumentsAmendment.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in Article IV of the Credit Agreement and the representations and warranties contained in the Security Instruments and each of the other Loan Documents are true and correct in all material respects on and as of the Effective Date Date, after giving effect to the terms of this Amendment and the closing of the Second Lien Credit Agreement, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to the terms of this Amendment and the closing of the Second Lien Credit Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate limited liability company power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement Amendment constitutes the a legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementAmendment; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this AgreementAgreement and the amendments to the Credit Agreement contained herein, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Credit Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this AgreementAgreement and the amendments to the Credit Agreement contained herein, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate partnership power and authority of the Borrower and have been duly authorized by appropriate corporate and governing partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by the Borrower in connection with the execution, delivery, performance, performance of this Agreement by the Borrower or the validity and enforceability of this AgreementAgreement against the Borrower; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure Borrower’s obligations under the Loan Credit Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents Documents, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents Documents, as amended hereby, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Credit Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; provided that any representation or warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (b) after giving effect to this Agreement, any qualification therein) in all respects; (b) no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate partnership power and authority of the Borrower and have been duly authorized by appropriate corporate and governing partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by the Borrower in connection with the execution, deliverydelivery and performance of this Agreement by the Xxxxx Energy Partners, performance, L.P. Credit Agreement Borrower or the validity and enforceability of this AgreementAgreement against the Borrower; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure Borrower’s obligations under the Loan Credit Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Credit Documents are true and correct in all material respects on and as of the Amendment No. 3 Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate partnership power and authority of the Borrower and have been duly authorized by appropriate corporate and governing partnership action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by the Borrower in connection with the execution, delivery, performance, delivery and performance of this Amendment by the Borrower or the validity and enforceability of this AgreementAmendment against the Borrower; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure Borrower’s 's obligations under the Loan Credit Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement Agreement, and the representations and warranties contained in the other Loan Documents Documents, are true and correct in all material respects on and as of the Consent Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) other than Liens released in connection with the Subject Property, the Liens under the Security Instruments Documents are valid and subsisting and secure the Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement Agreement, and the representations and warranties contained in the other Loan Documents Credit Documents, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) as of the Effective Date, (i) there are no Material Domestic Subsidiaries and (ii) no Non-Material Domestic Subsidiary is required to be a Guarantor pursuant to Section 5.6 of the Credit Agreement and (f) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s obligations under the Loan Documents.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower’s 's obligations under the Loan Documents.