Common use of Representations and Warranties of Borrowers and Guarantors Clause in Contracts

Representations and Warranties of Borrowers and Guarantors. Each Borrower and Guarantor hereby represents, warrants and covenants with and in favor of Agent and Lenders as of the date hereof the following (which shall survive the execution and delivery of this Amendment No. 4): (a) No consent, approval or other action of, or filing with, or notice to any Governmental Body is required in connection with the execution, delivery and performance of this Amendment No. 4, any of the other Amendment Documents (as defined below) or any of the transactions contemplated hereby; (b) This Amendment No. 4, each agreement, document or instrument entered into by a Borrower or Guarantor in connection herewith (collectively, with this Amendment No. 4, the “Amendment Documents”) and the transactions contemplated hereby have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto or thereto and, if necessary, their respective stockholders or other holders of their Equity Interests (as applicable), and is in full force and effect as of the date hereof, and the agreements and obligations of the each Borrower and Guarantor contained herein or therein constitute the legal, valid and binding obligations of such Borrower and such Guarantor, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; (c) Without limiting the foregoing, the execution, delivery and performance of this Amendment No. 4 and the other Amendment Documents by the Borrowers and the Guarantor, and the transactions contemplated hereby, are authorized by the directors’ resolutions, copies of which are attached to the secretary’s certificates, dated on or about February 3, 2016, delivered by each of the Borrowers and the Guarantor, and such directors’ resolutions have not in any way been modified, amended, repealed or rescinded, and are in full force and effect as of the date hereof; (d) The execution, delivery and performance of the Amendment Documents by each Borrower or Guarantor party thereto and the transactions contemplated hereby (i) are all within such Borrower’s and Guarantor’s corporate or limited liability company powers, and (ii) are not in contravention of law or the terms of such Borrower’s and such Guarantor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or such Guarantor is a party or by which such Borrower or such Guarantor or its property are bound; (e) After giving effect to this Amendment No. 4, all of the representations and warranties set forth in the Loan Agreement and the Other Documents to which Borrowers and Guarantors are a party are true and correct on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date; and (f) After giving effect to the terms of this Amendment No. 4, no Default or Event of Default has occurred and is continuing.

Representations and Warranties of Borrowers and Guarantors. Each Borrower and Guarantor hereby represents, warrants and covenants with and in favor of Agent and Lenders as of the date hereof the following (which shall survive the execution and delivery of this Amendment No. 43): (a) No consent, approval or other action of, or filing with, or notice to any Governmental Body is required in connection with the execution, delivery and performance of this Amendment No. 43, any of the other Amendment Documents (as defined below) or any of the transactions contemplated hereby; (b) This Amendment No. 43, each agreement, document or instrument entered into by a Borrower or Guarantor in connection herewith (collectively, with this Amendment No. 43, the “Amendment Documents”) and the transactions contemplated hereby have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto or thereto and, if necessary, their respective stockholders or other holders of their Equity Interests (as applicable), and is in full force and effect as of the date hereof, and the agreements and obligations of the each Borrower and Guarantor contained herein or therein constitute the legal, valid and binding obligations of such Borrower and such Guarantor, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; (c) Without limiting the foregoing, the execution, delivery and performance of this Amendment No. 4 and the other Amendment Documents by the Borrowers and the Guarantor, and the transactions contemplated hereby, are authorized by the directors’ resolutions, copies of which are attached to the secretary’s certificates, dated on or about February 3, 2016, delivered by each of the Borrowers and the Guarantor, and such directors’ resolutions have not in any way been modified, amended, repealed or rescinded, and are in full force and effect as of the date hereof; (d) The execution, delivery and performance of the Amendment Documents by each Borrower or Guarantor party thereto and the transactions contemplated hereby (i) are all within such Borrower’s and Guarantor’s corporate or limited liability company powers, and (ii) are not in contravention of law or the terms of such Borrower’s and such Guarantor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or such Guarantor is a party or by which such Borrower or such Guarantor or its property are bound; (ed) After giving effect to this Amendment No. 43, all of the representations and warranties set forth in the Loan Agreement and the Other Documents to which Borrowers and Guarantors are a party are true and correct on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date; (e) After giving effect to the terms of this Amendment No. 3, no Default or Event of Default has occurred and is continuing; and (f) After giving effect to the terms of this Amendment No. 43, no Default or Event the aggregate outstanding principal amount of Default has occurred and is continuingIndebtedness under the Loan Agreement permitted to be incurred on a first priority secured basis by the Second Lien Indenture equals $100,000,000.

Representations and Warranties of Borrowers and Guarantors. Each Borrower and Guarantor hereby represents, warrants and covenants with and in favor of Agent and Lenders as of the date hereof the following (which shall survive the execution and delivery of this Amendment No. 41): (a) No consent, approval or other action of, or filing with, or notice to any Governmental Body is required in connection with the execution, delivery and performance of this Amendment No. 4, any of the other Amendment Documents (as defined below) or any of the transactions contemplated hereby1; (b) This Amendment No. 4, each agreement, document or instrument entered into by a Borrower or Guarantor in connection herewith (collectively, with this Amendment No. 4, the “Amendment Documents”) and the transactions contemplated hereby have 1 has been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto or thereto and, if necessary, their respective stockholders or other holders of their Equity Interests (as applicable), and is in full force and effect as of the date hereof, and the agreements and obligations of the each Borrower and Guarantor contained herein or therein constitute the legal, valid and binding obligations of such Borrower and such Guarantor, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; (c) Without limiting the foregoing, the The execution, delivery and performance of this Amendment No. 4 and the other Amendment Documents by the Borrowers and the Guarantor, and the transactions contemplated hereby, are authorized by the directors’ resolutions, copies of which are attached to the secretary’s certificates, dated on or about February 3, 2016, delivered by each of the Borrowers and the Guarantor, and such directors’ resolutions have not in any way been modified, amended, repealed or rescinded, and are in full force and effect as of the date hereof; (d) The execution, delivery and performance of the Amendment Documents by each Borrower or Guarantor party thereto and the transactions contemplated hereby 1 (i) are all within such each Borrower’s and Guarantor’s corporate or limited liability company powers, and (ii) are not in contravention of law or the terms of such Borrower’s and such Guarantor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or such Guarantor is a party or by which such Borrower or such Guarantor or its property are bound; (ed) After giving effect to this Amendment No. 41, all of the representations and warranties set forth in the Loan Agreement and the Other Documents to which Borrowers and Guarantors are a party are true and correct on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date; and (fe) After giving effect to the terms of this Amendment No. 41, no Default or Event of Default has occurred and is continuing.

Representations and Warranties of Borrowers and Guarantors. Each Borrower and Guarantor hereby represents, warrants and covenants with and in favor of Agent and Lenders as of the date hereof the following (which shall survive the execution and delivery of this Amendment No. 42): (a) No consent, approval or other action of, or filing with, or notice to any Governmental Body is required in connection with the execution, delivery and performance of this Amendment No. 4, 2 or any of the other Amendment Documents (as defined below) or any of the transactions contemplated hereby); (b) This Amendment No. 4, 2 and each agreement, document or instrument entered into by a Borrower or Guarantor in connection herewith (collectively, with this Amendment No. 42, the “Amendment Documents”) and the transactions contemplated hereby have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto or thereto and, if necessary, their respective stockholders or other holders of their Equity Interests (as applicable), and is in full force and effect as of the date hereof, and the agreements and obligations of the each Borrower and Guarantor contained herein or therein constitute the legal, valid and binding obligations of such Borrower and such Guarantor, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; (c) Without limiting the foregoing, the execution, delivery and performance of this Amendment No. 4 and the other Amendment Documents by the Borrowers and the Guarantor, and the transactions contemplated hereby, are authorized by the directors’ resolutions, copies of which are attached to the secretary’s certificates, dated on or about February 3, 2016, delivered by each of the Borrowers and the Guarantor, and such directors’ resolutions have not in any way been modified, amended, repealed or rescinded, and are in full force and effect as of the date hereof; (d) The execution, delivery and performance of the Amendment Documents by each Borrower or Guarantor party thereto and the transactions contemplated hereby (i) are all within such Borrower’s and Guarantor’s corporate or limited liability company powers, and (ii) are not in contravention of law or the terms of such Borrower’s and such Guarantor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or such Guarantor is a party or by which such Borrower or such Guarantor or its property are bound; (ed) After giving effect to this Amendment No. 42, all of the representations and warranties set forth in the Loan Agreement and the Other Documents to which Borrowers and Guarantors are a party are true and correct on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date; and (fe) After giving effect to the terms of this Amendment No. 42, no Default or Event of Default has occurred and is continuing.