Common use of Representations and Warranties of Borrowers Clause in Contracts

Representations and Warranties of Borrowers. Each Borrower hereby represents and warrants that, after giving effect to the amendments contained herein, (a) the representations and warranties contained in Section 4 of the Credit Agreement are correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty specifically relates to an earlier date, (b) the execution, delivery, and performance by such Borrower of this Amendment does not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Domestic Subsidiaries, the Governing Documents of any Loan Party or its Domestic Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Domestic Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Domestic Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, and (c) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof. Without limitation of the preceding sentence, each Borrower hereby expressly re-affirms the validity, effectiveness and enforceability of each Loan Document to which it is a party (in each case, as the same may be modified by the terms of this Amendment).

Representations and Warranties of Borrowers. Each Borrower hereby represents and warrants that, after giving effect to Lender as follows: Each Borrower is duly organized and existing and in good standing under the amendments contained herein, (a) the representations and warranties contained in Section 4 laws of the Credit Agreement are correct jurisdiction of its organization and qualified to do business in all material respects on and as of any state where the date hereof as though made on and as of such date, except failure to the extent that any such representation or warranty specifically relates be so qualified reasonably could be expected to an earlier date, (b) the have a Material Adverse Change. The execution, delivery, and performance by such each Borrower of this Amendment does and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate or partnership authority, have been duly authorized by all necessary corporate or partnership action and do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Domestic Subsidiariessuch Borrower, the Governing Documents of any Loan Party or its Domestic SubsidiariesBorrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Domestic SubsidiariesBorrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement contractual obligation of any Loan Party or its Domestic Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse EffectBorrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Loan PartyBorrower, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party Borrower's shareholders, partners, or members or any approval or consent of any Person under any material agreement contractual obligation of any Loan PartyBorrower. The execution, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effectdelivery, and (c) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof. Without limitation of the preceding sentence, performance by each Borrower hereby expressly re-affirms of this Amendment and the validity, effectiveness and enforceability of each Loan Document Documents to which it is a party (in each caseparty, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person. This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the same legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be modified limited by the terms of this Amendment)equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.

Representations and Warranties of Borrowers. Each Borrower hereby represents and warrants that, after giving effect to the amendments contained hereinAgent and the Lenders as follows: Each Borrower is a corporation or limited partnership organized or formed, (a) as the representations case may be, validly existing and warranties contained in Section 4 good standing under the laws of the Credit Agreement are correct jurisdiction indicated on the signature pages hereto and in all material respects on and as of other jurisdictions in which the date hereof as though made on and as of such date, except failure to the extent that any such representation or warranty specifically relates be so qualified reasonably could be expected to an earlier date, (b) the constitute a Material Adverse Change; The execution, delivery, and performance by such each Borrower of this Amendment does Consent are within such Borrower's corporate or partnership authority, have been duly authorized by all necessary corporate or partnership action and do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Domestic Subsidiariessuch Borrower, the Governing Documents of any Loan Party or its Domestic SubsidiariesBorrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Domestic SubsidiariesBorrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement contractual obligation of any Loan Party or its Domestic Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse EffectBorrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Loan PartyBorrower, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party Borrower's shareholders, partners, or members or any approval or consent of any Person under any material agreement contractual obligation of any Loan PartyBorrower; The execution, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effectdelivery, and performance by each Borrower of this Consent and the Assignment Agreement (cas applicable) no do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; This Consent and all other documents contemplated hereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and No Default or Event of Default exists under the Credit Agreement on and as of the date hereof. Without limitation of the preceding sentence, each Borrower hereby expressly re-affirms the validity, effectiveness and enforceability of each Loan Document to which it is a party (in each case, as the same may be modified by the terms of this Amendment)existing.

Representations and Warranties of Borrowers. Each Borrower hereby represents and warrants that, after giving effect to the amendments contained hereinAgent and the Lenders as follows: Each Borrower is a corporation or limited partnership organized or formed, (a) as the representations case may be, validly existing and warranties contained in Section 4 good standing under the laws of the Credit Agreement are correct jurisdiction indicated on the signature pages hereto and in all material respects on and as of other jurisdictions in which the date hereof as though made on and as of such date, except failure to the extent that any such representation or warranty specifically relates be so qualified reasonably could be expected to an earlier date, (b) the constitute a Material Adverse Change; The execution, delivery, and performance by such each Borrower of this Amendment does Consent are within such Borrower's corporate or partnership authority, have been duly authorized by all necessary corporate or partnership action and do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Domestic Subsidiariessuch Borrower, the Governing Documents of any Loan Party or its Domestic SubsidiariesBorrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Domestic SubsidiariesBorrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement contractual obligation of any Loan Party or its Domestic Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse EffectBorrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Loan PartyBorrower, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party Borrower's shareholders, partners, or members or any approval or consent of any Person under any material agreement contractual obligation of any Loan PartyBorrower; The execution, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effectdelivery, and performance by each Borrower of this Consent and the Purchase Agreement (cas applicable) no do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; This Consent and all other documents contemplated hereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and No Default or Event of Default exists under the Credit Agreement on and as of the date hereof. Without limitation of the preceding sentence, each Borrower hereby expressly re-affirms the validity, effectiveness and enforceability of each Loan Document to which it is a party (in each case, as the same may be modified by the terms of this Amendment)existing.

Representations and Warranties of Borrowers. Each Borrower hereby represents and warrants thatwarrants, after giving effect to the amendments contained herein, (a) the representations and warranties contained in Section 4 of the Credit Agreement are correct in all material respects on and as of the date hereof as though made on hereof, that (a) Borrower is duly organized and as validly existing, in good standing under the laws of such date, except to the extent that any such representation or warranty specifically relates to an earlier date, state of its organization; (b) the execution, deliverydelivery and performance of the Loan Documents: (1) have been duly authorized by all necessary corporate action on the part of Borrower, (2) do not require the approval of any stockholder, partner, member, trustee, or holder of any Obligations of Borrower except such as have been duly obtained, and performance by such Borrower of this Amendment does (3) do not and will not (i) violate contravene any material provision of federallaw, stategovernmental rule, regulation or order now binding on Borrower, or local law the charter, by-laws or regulation applicable to any Loan Party or its Domestic Subsidiaries, the Governing Documents organizational documents of any Loan Party or its Domestic SubsidiariesBorrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Domestic Subsidiaries, (ii) conflict with, result in a breach contravene the provisions of, or constitute (with due notice a Default under, or lapse of time or both) a default under any material agreement result in the creation of any Loan Party Lien or encumbrance upon the property of Borrower under, any indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its Domestic Subsidiaries where property is bound; (c) the Loan Documents, when entered into, will constitute legal, valid and binding Obligations of Borrower enforceable against Borrower in accordance with the terms thereof; (d) there are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator or administrative agency, in any such conflictcase which, breach or default could either individually or in the aggregate reasonably be expected to aggregate, would have a Material Adverse Effectmaterial adverse effect on Borrower; (e) Borrower is not in default under any obligation for the payment of borrowed money, (iii) result in for the deferred purchase price of property or require for the creation or imposition payment of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person Installments under any agreement which, either individually or in the aggregate, would have a material agreement adverse effect on Borrower; (f) the financial statements of any Loan PartyMaritrans Inc., other than consents or approvals that copies of which have been obtained furnished to Lender have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), and that are still in force fairly present such Borrower's financial condition and effect the results of its operations as of the date of and exceptfor the period covered by such statements (subject, in the case of quarterly financial statements, to usual year-end adjustments), and since the date of such statements there has been no material agreementsadverse change in such conditions or operations; (g) the address stated above is the chief place of business and chief executive office of Borrower; (h) Borrower does not conduct business under a trade, assumed or fictitious name, except as Borrower has notified Lender in writing; (i) this Agreement and the Preferred Marine Mortgage create valid security interests in the Collateral securing payment and performance of Borrowers' Obligations in respect of the Loan evidenced thereby, subject to no Liens; (j) Borrower has filed or has caused to have been filed all Federal, state and local tax returns which, to the knowledge of Borrower, are required to be filed, and has paid or caused to have been paid all taxes as shown on such returns or on any assessment received by it, to the extent that such taxes have become due, unless and to the extent only that such taxes, assessments and governmental charges are currently contested in good faith and by appropriate proceedings by Borrower and adequate reserves therefor have been established as required under GAAP. To the extent Borrower believes it advisable to do so, Borrower has set up reserves which are believed by Borrower to be adequate for consents or approvalsthe payment of additional taxes for years which have not been audited by the respective tax authorities; (k)(x) Borrower is not in violation of any Applicable Law, the violation of which would have a material adverse effect on Borrower and (y) except to the extent that failure to obtain could do so would not individually have a material adverse effect on Borrower, Borrower has obtained any and all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its properties and the conduct of its business; and (l) none of the proceeds of the Loan will be used, directly or indirectly, by Borrower for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry, any "margin security" within the meaning of Regulation G (12 C.F.R. Part 207), or "margin stock" within the meaning of Regulation U (12 C.F.R. Part 221), of the Board of Governors of the Federal Reserve System (herein called "margin security" and "margin stock") or for any other purpose which might make the transactions contemplated herein a "purpose credit" within the meaning of Regulation G or Regulation U, or cause this Agreement to violate any other regulation of the Board of Governors of the Federal Reserve System or the Securities Exchange Act of 1934 or the Small Business Investment Act of 1958, as amended, or any rules or regulations promulgated under any of such statutes; (m) Maritrans 250 Co. and Maritrans Intrepid Co., respectively, is, and during the Term of the Loan, shall be a citizen of the United States under Section 2 of the Shipping Act, 1916, as amended; (n) Maritrans Inc. does not have rights or interests in the aggregate reasonably be expected to cause a Material Adverse Effect, and (c) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof. Without limitation of the preceding sentence, each Borrower hereby expressly re-affirms the validity, effectiveness and enforceability of each Loan Document to which it is a party (in each case, as the same may be modified by the terms of this Amendment)Collateral.

Representations and Warranties of Borrowers. Each Borrower hereby represents and warrants that, after giving effect to Lender as follows: Each Borrower is duly organized and existing and in good standing under the amendments contained herein, (a) the representations and warranties contained in Section 4 laws of the Credit Agreement are correct jurisdiction of its organization and qualified to do business in all material respects on and as of any state where the date hereof as though made on and as of such date, except failure to the extent that any such representation or warranty specifically relates be so qualified reasonably could be expected to an earlier date, (b) the have a Material Adverse Change; The execution, delivery, and performance by such each Borrower of this Amendment does and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate or partnership authority, have been duly authorized by all necessary corporate or partnership action and do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Domestic Subsidiariessuch Borrower, the Governing Documents of any Loan Party or its Domestic SubsidiariesBorrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Domestic SubsidiariesBorrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement contractual obligation of any Loan Party or its Domestic Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse EffectBorrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Loan PartyBorrower, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party Borrower's shareholders, partners, or members or any approval or consent of any Person under any material agreement contractual obligation of any Loan PartyBorrower; The execution, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effectdelivery, and (c) no performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and No Default or Event of Default exists under the Credit Agreement on and as of the date hereof. Without limitation of the preceding sentence, each Borrower hereby expressly re-affirms the validity, effectiveness and enforceability of each Loan Document to which it is a party (in each case, as the same may be modified by the terms of this Amendment)existing.

Representations and Warranties of Borrowers. Each Borrower hereby represents and warrants thatwarrants, after giving effect to the amendments contained herein, (a) the representations and warranties contained in Section 4 of the Credit Agreement are correct in all material respects on and as of the date hereof as though made on hereof, that (a) Borrower is duly organized and as validly existing, in good standing under the laws of such date, except to the extent that any such representation or warranty specifically relates to an earlier date, state of its organization; (b) the execution, deliverydelivery and performance of the Loan Documents: (1) have been duly authorized by all necessary corporate action on the part of Borrower, (2) do not require the approval of any stockholder, partner, member, trustee, or holder of any Obligations of Borrower except such as have been duly obtained, and performance by such Borrower of this Amendment does (3) do not and will not (i) violate contravene any material provision of federallaw, stategovernmental rule, regulation or order now binding on Borrower, or local law the charter, by-laws or regulation applicable to any Loan Party or its Domestic Subsidiaries, the Governing Documents organizational documents of any Loan Party or its Domestic SubsidiariesBorrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Domestic Subsidiaries, (ii) conflict with, result in a breach contravene the provisions of, or constitute (with due notice a Default under, or lapse of time or both) a default under any material agreement result in the creation of any Loan Party Lien or encumbrance upon the property of Borrower under, any indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its Domestic Subsidiaries where property is bound; (c) the Loan Documents, when entered into, will constitute legal, valid and binding Obligations of Borrower enforceable against Borrower in accordance with the terms thereof; (d) there are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator or administrative agency, in any such conflictcase which, breach or default could either individually or in the aggregate reasonably be expected to aggregate, would have a Material Adverse Effectmaterial adverse effect on Borrower; (e) Borrower is not in default under any obligation for the payment of borrowed money, (iii) result in for the deferred purchase price of property or require for the creation or imposition payment of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person Installments under any agreement which, either individually or in the aggregate, would have a material agreement adverse effect on Borrower; (f) the financial statements of any Loan PartyMaritrans Inc., other than consents or approvals that copies of which have been obtained furnished to Lender have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), and that are still in force fairly present such Borrower's financial condition and effect the results of its operations as of the date of and exceptfor the period covered by such statements (subject, in the case of quarterly financial statements, to usual year-end adjustments), and since the date of such statements there has been no material agreementsadverse change in such conditions or operations; (g) the address stated above is the chief place of business and chief executive office of Borrower; (h) Borrower does not conduct business under a trade, assumed or fictitious name, except as Borrower has notified Lender in writing; (i) this Agreement and the Preferred Marine Mortgages create valid security interests in the Collateral securing payment and performance of Borrowers' Obligations in respect of the Loan evidenced thereby, subject to no Liens; (j) Borrower has filed or has caused to have been filed all Federal, state and local tax returns which, to the knowledge of Borrower, are required to be filed, and has paid or caused to have been paid all taxes as shown on such returns or on any assessment received by it, to the extent that such taxes have become due, unless and to the extent only that such taxes, assessments and governmental charges are currently contested in good faith and by appropriate proceedings by Borrower and adequate reserves therefor have been established as required under GAAP. To the extent Borrower believes it advisable to do so, Borrower has set up reserves which are believed by Borrower to be adequate for consents or approvalsthe payment of additional taxes for years which have not been audited by the respective tax authorities; (k)(x) Borrower is not in violation of any Applicable Law, the violation of which would have a material adverse effect on Borrower and (y) except to the extent that failure to obtain could do so would not individually have a material adverse effect on Borrower, Borrower has obtained any and all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its properties and the conduct of its business; and (l) none of the proceeds of the Loan will be used, directly or indirectly, by Borrower for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry, any "margin security" within the meaning of Regulation G (12 C.F.R. Part 207), or "margin stock" within the meaning of Regulation U (12 C.F.R. Part 221), of the Board of Governors of the Federal Reserve System (herein called "margin security" and "margin stock") or for any other purpose which might make the transactions contemplated herein a "purpose credit" within the meaning of Regulation G or Regulation U, or cause this Agreement to violate any other regulation of the Board of Governors of the Federal Reserve System or the Securities Exchange Act of 1934 or the Small Business Investment Act of 1958, as amended, or any rules or regulations promulgated under any of such statutes; (m) Maritrans 250 Co. and Maritrans Intrepid Co., respectively, is, and during the Term of the Loan, shall be a citizen of the United States under Section 2 of the Shipping Act, 1916, as amended; and (n) Maritrans Inc. does not have rights or interests in the aggregate reasonably be expected to cause a Material Adverse Effect, and (c) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof. Without limitation of the preceding sentence, each Borrower hereby expressly re-affirms the validity, effectiveness and enforceability of each Loan Document to which it is a party (in each case, as the same may be modified by the terms of this Amendment)Collateral.

Representations and Warranties of Borrowers. Each Borrower hereby represents and warrants that, after giving effect to the amendments contained hereinAgent and the Lenders as follows: Each Borrower is a corporation or limited partnership organized or formed, (a) as the representations case may be, validly existing and warranties contained in Section 4 good standing under the laws of the Credit Agreement are correct jurisdiction indicated on the signature pages hereto and in all material respects on and as of other jurisdictions in which the date hereof as though made on and as of such date, except failure to the extent that any such representation or warranty specifically relates be so qualified reasonably could be expected to an earlier date, (b) the constitute a Material Adverse Change; The execution, delivery, and performance by such each Borrower of this Amendment does are within such Borrower's corporate or partnership authority, have been duly authorized by all necessary corporate or partnership action and do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Domestic Subsidiariessuch Borrower, the Governing Documents of any Loan Party or its Domestic SubsidiariesBorrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Domestic SubsidiariesBorrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement contractual obligation of any Loan Party or its Domestic Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse EffectBorrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Loan PartyBorrower, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party Borrower's shareholders, partners, or members or any approval or consent of any Person under any material agreement contractual obligation of any Loan PartyBorrower; The execution, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effectdelivery, and (c) no performance by each Borrower of this Amendment do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; This Amendment and all other documents contemplated hereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and No Default or Event of Default exists under the Credit Agreement on and as of the date hereof. Without limitation of the preceding sentence, each Borrower hereby expressly re-affirms the validity, effectiveness and enforceability of each Loan Document to which it is a party (in each case, as the same may be modified by the terms of this Amendment)existing.

Representations and Warranties of Borrowers. Each In consideration of the execution and delivery of this Amendment by Agent and the Lenders, each Borrower hereby represents and warrants that, after giving effect to the amendments contained herein, (a) the representations and warranties contained in Section 4 favor of the Credit Agreement are correct in all material respects on and Lender Group as of the date hereof as though made on and as of such datefollows: As to each Borrower, except to the extent that any such representation or warranty specifically relates to an earlier date, (b) the execution, delivery, and performance by such Borrower of this Amendment does have been duly authorized by all necessary action on the part of such Borrower; As to each Borrower, the execution, delivery, and performance by such Borrower of this Amendment do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Domestic SubsidiariesBorrower, the Governing Documents of any Loan Party or its Domestic SubsidiariesBorrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Domestic SubsidiariesBorrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement contractual obligation of any Loan Party or its Domestic Subsidiaries where Borrower (including any such conflict, breach or default could individually or in of the aggregate reasonably be expected to have a Material Adverse EffectSenior Note Documents), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Loan PartyBorrower, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party Borrower's members or shareholders or any approval or consent of any Person under any material agreement contractual obligation of any Loan PartyBorrower, other than consents any consent or approvals approval that have has been obtained and that are still remains in full force and effect effect; The execution, delivery, and exceptperformance by such Borrower of this Amendment do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than any consent or approval that has been obtained and remains in the case of material agreements, for consents or approvalsfull force and effect; As to each Borrower, the failure Loan Documents to obtain could not individually which such Borrower is a party (including, without limitation, the Credit Agreement, this Amendment and all other documents contemplated hereby), when executed and delivered by such Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or in the aggregate reasonably be expected by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to cause a Material Adverse Effect, and (c) no or limiting creditors' rights generally; No Default or Event of Default exists under the Credit Agreement or the other Loan Documents; and As of the slate hereof, all representations and warranties of Borrowers set forth in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects, except to the extent such representation or warranty expressly relates to an earlier date (in which case such statement was true and correct in all material respects on and as of the date hereof. Without limitation of the preceding sentence, each Borrower hereby expressly re-affirms the validity, effectiveness and enforceability of each Loan Document to which it is a party (in each case, as the same may be modified by the terms of this Amendmentsuch earlier date).