Common use of Representations and Warranties of Each Credit Party Clause in Contracts

Representations and Warranties of Each Credit Party. Each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders that: (1) the execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Credit Party. The execution, delivery and performance by each Credit Party of this Amendment and the consummation of the transactions contemplated by this Amendment do not and will not (a) violate any provision of any law or governmental rule or regulation applicable to such Credit Party, the Organizational Documents of such Credit Party, or any order, judgment or decree of any court or other agency of governmental binding on any Credit Party, (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Credit Party (including, without limitation, the Senior Subordinated Note Indenture), (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Credit Party or any of its Subsidiaries, or (d) require the approval of members of any Credit Party or any approval or consent of any Person under any Contractual Obligation, except for such approvals or consents which will be obtained on or before the date hereof and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (2) this Amendment and each Credit Document has been duly executed and delivered by each Credit Party and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability; (3) on or as of the date hereof, and both before and after giving effect to this Amendment and the transactions contemplated hereunder, no Default or Event of Default has occurred and is continuing; and (4) the representations and warranties of each Credit Party contained in the Credit Agreement and the Credit Documents are true and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to a specific date.

Representations and Warranties of Each Credit Party. Each Effective as of the Initial Closing Date, the date of each Advance, the date each Wholly-Owned Entity delivers a Joinder Agreement and the Rent Commencement Date, each Credit Party hereby represents and warrants to each of the Administrative Agent and the Lenders other parties hereto that: (1a) The Incorporated Representations and Warranties are true and correct (unless such relate solely to an earlier point in time) and the execution, Lessee has delivered to the Agent the financial statements and other reports referred to in Article VII of the Lessee Credit Agreement; (b) The execution and delivery and performance by each Credit Party of this Amendment Agreement and the other applicable Operative Agreements as of such date and the performance by each Credit Party of its respective obligations under this Agreement and the other applicable Operative Agreements are within the corporate powers of each Credit Party, have been duly authorized by all necessary corporate action on the part of each Credit Party. The executionParty (including without limitation any necessary shareholder action), delivery have been duly executed and performance by each Credit Party of this Amendment delivered, have received all necessary governmental approval, and the consummation of the transactions contemplated by this Amendment do not and will not (ai) violate any provision of any law or governmental rule or regulation applicable to such Credit Party, the Organizational Documents of such Credit Party, or any order, judgment or decree of any court or other agency of governmental Legal Requirement which is binding on any Credit PartyParty or any of their Subsidiaries, (bii) contravene or conflict with, or result in a breach of, any provision of the Articles of Incorporation, By-Laws or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation other organizational documents of any Credit Party or any of their Subsidiaries or of any agreement, indenture, instrument or other document which is binding on any Credit Party or any of their Subsidiaries or (including, without limitation, the Senior Subordinated Note Indenture), (ciii) result in in, or require require, the creation or imposition of any Lien upon any (other than pursuant to the terms of the properties or assets Operative Agreements) on any asset of any Credit Party or any of its their Subsidiaries, or (d) require the approval of members of any Credit Party or any approval or consent of any Person under any Contractual Obligation, except for such approvals or consents which will be obtained on or before the date hereof and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (2c) this Amendment This Agreement and each the other applicable Operative Agreements executed prior to and as of such date by any Credit Document has been duly executed and delivered by each Credit Party and is Party, constitute the legally legal, valid and binding obligation of such Credit Party, as applicable, enforceable against such Credit Party Party, as applicable, in accordance with its respective their terms, except . Each Credit Party has executed the various Operative Agreements required to be executed by such Credit Party as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceabilityof such date; (3d) on Except as described in EXHIBIT K, there are no material actions, suits or as proceedings pending or to our knowledge, threatened against any Credit Party in any court or before any Governmental Authority, that concern any Property or any Credit Party's interest therein or that question the validity or enforceability of any Operative Agreement to which any Credit Party is a party or the overall transaction described in the Operative Agreements to which any Credit Party is a party or that have or could reasonably be expected to have a Material Adverse Effect; (e) No Governmental Action by any Governmental Authority or authorization, registration, consent, approval, waiver, notice or other action by, to or of any other Person is required to authorize or is required in connection with (i) the execution, delivery or performance of any Operative Agreement, (ii) the legality, validity, binding effect or enforceability of any Operative Agreement, (iii) the acquisition, ownership, construction or operation of the date hereofProperties or (iv) any Advance, in each case, except those which have been obtained; (f) Upon the execution and delivery of each Lease Supplement to the 22 Lease, (i) the Lessee will have unconditionally accepted the Property subject to the Lease Supplement and will have a valid and subsisting leasehold interest in such Property, subject only to the Permitted Liens, and both before (ii) no offset will exist with respect to any Rent or other sums payable under the Lease (except to the extent the rights of offset may not be waived under the applicable state law); (g) Except as otherwise contemplated by the Operative Agreements, (i) the Construction Agent shall not use the proceeds of any Holder Advance or Loan for any purpose other than the purchase and/or lease of the Properties, the acquisition, installation and after giving effect testing of the Equipment, the construction of Improvements and the payment of Transaction Expenses and the fees, expenses and other disbursements referenced in Sections 7.1(a) and 7.1(b) of this Agreement, in each case which accrue prior to the Rent Commencement Date with respect to a particular Property and (ii) the Lessee shall not use the proceeds of any Holder Advance or Loan for any purpose other than Modifications; (h) All information heretofore or contemporaneously herewith furnished by each Credit Party or their Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder for purposes of or in connection with this Amendment Agreement and the transactions contemplated hereunderhereby is, no Default and all information hereafter furnished by or Event on behalf of Default has occurred each Credit Party or their Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is continuing; anddated or certified, and such information, taken as a whole, does not and will not omit to state any material fact necessary to make such information, taken as a whole, not misleading; (4i) The principal place of business, chief executive office and office of the Construction Agent and the Lessee where the documents, accounts and records relating to the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at Wilmington, New Castle County, Delaware. The states of incorporation/formation and the principal place of business of each Guarantor are located in the states set forth on EXHIBIT M; (j) The representations and warranties of each Credit Party contained set forth in any of the Credit Agreement and the Credit Documents Operative Agreements are true and correct in all material respects on and as of the date hereof of such Advance as if made on and as of such date. Each Credit Party is in all material respects in compliance with its obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement or otherwise waived in accordance with the applicable Operative Agreement. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Advance requested by the Requisition on the date hereofof such Advance; (k) As of each Property Closing Date and the date of each subsequent Advance only, each Property has been acquired or ground leased pursuant to a Ground Lease at a price typically paid by Lessee or its Affiliates for similar assets in its normal course of business, and all Properties consist of (i) unimproved Land, or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or ground leasing or will be renovated and/or modified in accordance with the terms of this Agreement. Each Property is located at the location set forth on the applicable Requisition; 23 (l) As of each Property Closing Date and the date of each subsequent Advance only, the Lessor has good and marketable fee simple title to each Property, or, if any Property is the subject of a Ground Lease, the Lessor will have a valid ground leasehold interest enforceable against the ground lessor of such Property in accordance with the terms of such Ground Lease, subject only to (i) such Liens referenced in Sections 6.3(q)(i) and 6.3(q)(ii) on the applicable Property Closing Date and (ii) subject to Section 5.7, Permitted Liens after the applicable Property Closing Date; (m) As of each Property Closing Date and the date of each subsequent Advance only, no portion of any Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, or if any such Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, then flood insurance has been obtained for such Property in accordance with Section 14.2(b) of the Lease and in accordance with the National Flood Insurance Act of 1968, as amended; (n) As of each Property Closing Date and the date of each subsequent Advance only, the Construction Agent has obtained insurance coverage for each Property which meets the requirements of the Agency Agreement and the Lease and all of such coverage is in full force and effect; (o) As of each Property Closing Date and the date of each subsequent Advance only, each Property complies with all Legal Requirements as of such date (including without limitation all zoning and land use laws and Environmental Laws), except to the extent that failure to comply therewith, individually or in the aggregate, shall not and could not reasonably be expected to have a Material Adverse Effect; (p) As of each Property Closing Date and the date of each subsequent Advance only, all utility services and facilities necessary for the construction and operation of the Improvements and the installation and operation of the Equipment regarding each Property (including without limitation gas, electrical, water and sewage services and facilities) are available at the applicable Land and will be constructed prior to the Completion Date for such representations Property; (i) The Security Documents create, as security for the Obligations (as such term is defined in the Security Agreement), valid and warranties enforceable security interests in, and Liens on, all of the Collateral, in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements, and such security interests and Liens are subject to no other Liens other than Liens that are expressly relate set forth as title exceptions on the title commitment issued under Section 5.3(g) with respect to the applicable Property, to the extent such title commitment has been approved by the Agent. Upon recordation of the Mortgage Instrument in the real estate recording office in the applicable state identified by the Construction Agent or the Lessee, the Lien created by the Mortgage Instrument in the real property described therein shall be a specific perfected first priority mortgage Lien on such real property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements. To the extent that the security interests in the portion of the Collateral comprised of personal property can be perfected by filing in the filing offices in the applicable states or elsewhere 24 identified by the Construction Agent or the Lessee, upon filing of the Lender Financing Statements in such filing offices, the security interests created by the Security Agreement shall be perfected first priority security interests in such personal property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements; (ii) The Lease Agreement creates, as security for the obligations of the Lessee under the Lease Agreement, valid and enforceable security interests in, and Liens on, each Property leased thereunder, in favor of the Lessor, and such security interests and Liens are subject to no other Liens other than Liens that are expressly set forth as title exceptions on the title commitment issued under Section 5.3(g) with respect to the applicable Property, to the extent such title commitment has been approved by the Agent. Upon recordation of the memorandum of the Lease Agreement and the memorandum of a Ground Lease (or, in either case, a short form lease) in the real estate recording office in the applicable state identified by the Construction Agent or the Lessee, the Lien created by the Lease Agreement in the real property described therein shall be a perfected first priority mortgage Lien on such real property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements. To the extent that the security interests in the portion of any Property comprised of personal property can be perfected by the filing in the filing offices in the applicable state or elsewhere identified by the Construction Agent or the Lessee upon filing of the Lessor Financing Statements in such filing offices, a security interest created by the Lease Agreement shall be perfected first priority security interests in such personal property in favor of the Lessor, which rights pursuant to the Lessor Financing Statements are assigned to the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements; (r) In the aggregate on the Rent Commencement Date therefor, each particular Property shall constitute (and for the duration of the Term shall continue to constitute) all of the equipment, facilities, rights, other personal property and other real property necessary or appropriate to operate, utilize, maintain and control each Property for its originally intended purpose in a commercially reasonable manner. Furthermore, on the Rent Commencement Date therefor each Property shall be capable of operating on an independent, stand alone basis; (s) All consents, licenses, permits, authorizations, assignments and building permits required as of such date by any applicable Legal Requirement or pursuant to the terms of any contract, indenture, instrument or agreement have been obtained and are in full force and effect, except to the extent that the failure to so obtain, individually or in the aggregate, shall not and could not reasonably be expected to have a Material Adverse Effect; (t) Each Property, as improved in accordance with the applicable Plans and Specifications, shall comply as of the applicable Completion Date with all Legal Requirements and Insurance Requirements (including without limitation all zoning and land use laws and Environmental Laws), except to the extent the failure to comply therewith, individually or in the aggregate, shall not and could not reasonably be expected to have a Material Adverse Effect. The Plans and Specifications have been or (prior to the commencement of construction) will be prepared in accordance with all applicable Legal Requirements (including without limitation all applicable Environmental Laws and building, planning, zoning and 25 fire codes), except to the extent the failure to comply therewith, individually or in the aggregate, shall not and could not reasonably be expected to have a Material Adverse Effect. Upon completion of the Improvements for each Property in accordance with the applicable Plans and Specifications, such Improvements will not encroach in any manner onto any adjoining land (except as permitted by express written easements, which have been approved by the Agent); (u) As of each Property Closing Date and the date of each subsequent Advance only, Acquisition, installation and testing of the Equipment (if any) and construction of the Improvements (if any) to such date have been performed in a good and workmanlike manner, substantially in accordance with the applicable Plans and Specifications and in compliance with all Insurance Requirements and Legal Requirements, except to the extent noncompliance, individually or in the aggregate, with any Legal Requirement shall not and could not reasonably be expected to have a Material Adverse Effect; (v) When completed, the Equipment and the Improvements shall be wholly within any building restriction lines and otherwise in compliance with all Insurance Requirements and applicable Legal Requirements (unless consented to by applicable Government Authorities or where non-compliance, individually or in the aggregate, with any Legal Requirement shall not and could not reasonably be expected to have a Material Adverse Effect); (w) As of the Initial Closing Date, each Wholly-Owned Entity (formed prior to or on such date) shall have executed this Agreement in its capacity as a Guarantor; and (x) There are no Uniform Commercial Code filings of record in any jurisdiction with respect to Lessee except such Uniform Commercial Code filings as are required pursuant to the Operative Agreements.

Representations and Warranties of Each Credit Party. Each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders that: (1a) the execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Credit Party. The execution, delivery and performance by each Credit Party of this Amendment and the consummation of the transactions contemplated by this Amendment do not and will not (a) violate any provision of any law or governmental rule or regulation applicable to such Credit Party, the Organizational Documents of such Credit Party, or any order, judgment or decree of any court or other agency of governmental binding on any Credit Party, (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Credit Party (including, without limitation, the Senior Subordinated Note Indenture), (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Credit Party or any of its Subsidiaries, or (d) require the approval of members of any Credit Party or any approval or consent of any Person under any Contractual Obligation, except for such approvals or consents which will be obtained on or before the date hereof and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (2b) this Amendment and each Credit Document has been duly executed and delivered by each Credit Party and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability; (3c) on or as of the date hereof, and both before and after giving effect to this Amendment and the transactions contemplated hereunder, no Default or Event of Default has occurred and is continuing; and (4d) the representations and warranties of each Credit Party contained in the Credit Agreement and the Credit Documents are true and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to a specific date.

Representations and Warranties of Each Credit Party. Each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders that: (1a) the execution, delivery and performance of this Amendment Waiver have been duly authorized by all necessary action on the part of each Credit Party. The execution, delivery and performance by each Credit Party of this Amendment Waiver and the consummation of the transactions contemplated by this Amendment Waiver do not and will not (a) violate any provision of any law or governmental rule or regulation applicable to such Credit Party, the Organizational Documents of such Credit Party, or any order, judgment or decree of any court or other agency of governmental binding on any Credit Party, (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Credit Party (including, without limitation, the Senior Subordinated Note Indenture), (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Credit Party or any of its Subsidiaries, or (d) require the approval of members of any Credit Party or any approval or consent of any Person under any Contractual Obligation, except for such approvals or consents which will be obtained on or before the date hereof and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (2b) this Amendment Waiver and each Credit Document has been duly executed and delivered by each Credit Party and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability; (3c) on or as of the date hereof, and both before and after giving effect to this Amendment Waiver and the transactions contemplated hereunder, no Default or Event of Default has occurred and is continuingcontinuing (other than as waived hereby); and (4d) the representations and warranties of each Credit Party contained in the Credit Agreement and the Credit Documents are true and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to a specific date.

Representations and Warranties of Each Credit Party. Each Effective as of the Initial Closing Date, the date of each Advance, the date each Restricted Subsidiary delivers a Joinder Agreement and the Rent Commencement Date, each Credit Party hereby represents and warrants to each of the Administrative Agent and the Lenders other parties hereto that: (1a) The Incorporated Representations and Warranties are true and correct (unless such relate solely to an earlier point in time) and the execution, Lessee has delivered to the Agent the financial statements and other reports referred to in Article IX of the Lessee Credit Agreement; (b) The execution and delivery and performance by each Credit Party of this Amendment Agreement and the other applicable Operative Agreements as of such date and the performance by each Credit Party of its respective obligations under this Agreement and the other applicable Operative Agreements are within the corporate, partnership or limited liability company (as the case may be) powers of such Credit Party, have been duly authorized by all necessary corporate, partnership or limited liability company (as the case may be) action on the part of each Credit Party. The execution, delivery and performance by each such Credit Party of this Amendment (including without limitation any necessary shareholder action), have been duly executed and the consummation of the transactions contemplated by this Amendment delivered, have received all necessary governmental approval, and do not and will not (ai) violate any provision of any law or governmental rule or regulation applicable to such Credit Party, the Organizational Documents of such Credit Party, or any order, judgment or decree of any court or other agency of governmental Legal Requirement which is binding on any Credit PartyParty or any of its Subsidiaries, (bii) contravene or conflict with, or result in a breach of, any provision of the Articles of Incorporation, By-Laws or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation other organizational documents of any Credit Party or any of its Subsidiaries or of any agreement, indenture, instrument or other document which is binding on any Credit Party or any of its Subsidiaries or (including, without limitation, the Senior Subordinated Note Indenture), (ciii) result in in, or require require, the creation or imposition of any Lien upon any (other than pursuant to the terms of the properties or assets Operative Agreements) on any asset of any Credit Party or any of its Subsidiaries, or (d) require the approval of members of any Credit Party or any approval or consent of any Person under any Contractual Obligation, except for such approvals or consents which will be obtained on or before the date hereof and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (2c) this Amendment This Agreement and each the other applicable Operative Agreements, executed prior to and as of such date by any Credit Document has been duly executed and delivered by each Credit Party and is Party, constitute the legally legal, valid and binding obligation of such Credit Party, as applicable, enforceable against such Credit Party Party, as applicable, in accordance with its respective their terms, except . Each Credit Party has executed the various Operative Agreements required to be executed by such Credit Party as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceabilityof such date; (3d) on Except as described in EXHIBIT K, there are no material actions, --------- suits or proceedings pending or, to the knowledge of such Credit Party, threatened against any Credit Party in any court or before any Governmental Authority (nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the full performance of any Operative Agreement or any transaction contemplated thereby) that (i) concern any Property or any Credit Party's interest therein, (ii) question the validity or enforceability of any Operative Agreement to which any Credit Party is a party or the overall transaction described in the Operative Agreements to which any Credit Party is a party or (iii) have or could reasonably be expected to have a Material Adverse Effect; (e) No Governmental Action by any Governmental Authority or other authorization, registration, consent, approval, waiver, notice or other action by, to or of any other Person pursuant to any Legal Requirement, contract, indenture, instrument or agreement or for any other reason is required to authorize or is required in connection with (i) the execution, delivery or performance by such Credit Party of any Operative Agreement, (ii) the legality, validity, binding effect or enforceability of any Operative Agreement with respect to such Credit Party, (iii) the acquisition, ownership, construction, completion, occupancy, operation, leasing or subleasing of any Property or (iv) any Advance, in each case, except those which have been obtained and are in full force and effect; (f) Upon the execution and delivery of each Lease Supplement to the Lease, (i) the Lessee will have unconditionally accepted the Property subject to the Lease Supplement and, to the Lessee's knowledge, will have a valid and subsisting leasehold interest in such Property, subject only to the Permitted Liens, and (ii) no offset will exist with respect to any Rent or other sums payable under the Lease; (g) Except as otherwise contemplated by the Operative Agreements, the Construction Agent shall not use the proceeds of any Holder Advance or Loan for any purpose other than the purchase and/or lease of the date hereofProperties, the acquisition, installation and both before testing of the Equipment, the construction of Improvements and after giving effect the payment of Transaction Expenses and the fees, expenses and other disbursements referenced in Sections 7.1(a) and 7.1(b) of this Agreement, in each case which accrue prior to the Rent Commencement Date with respect to a particular Property; (h) All information heretofore or contemporaneously herewith furnished by each Credit Party or its Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder for purposes of or in connection with this Amendment Agreement and the transactions contemplated hereunderhereby is, no Default and all information hereafter furnished by or Event on behalf of Default has occurred each Credit Party or its Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is continuing; anddated or certified, and such information, taken as a whole, does not and will not omit to state any material fact necessary to make such information, taken as a whole, not misleading; (4i) The principal place of business, chief executive office and office of the Construction Agent and the Lessee where the documents, accounts and records relating to the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at 0000 Xxxxxxxx Xxxxx Drive, Columbia, Maryland and the states of formation and the chief executive offices of each other Credit Party are located at the places set forth in EXHIBIT L; --------- (j) The representations and warranties of each Credit Party contained set forth in any of the Credit Agreement and the Credit Documents Operative Agreements are true and correct in all material respects on and as of the each such date hereof as if made on and as of such date (or, if as to an earlier date, on and as of such earlier date). Each Credit Party is in all material respects in compliance with its obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement or otherwise waived in accordance with the applicable Operative Agreement. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Advance requested by the Requisition on the date hereofof each Advance; (k) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, each Property then being financed consists of (i) unimproved Land or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or ground leasing or will be renovated and/or modified in accordance with the terms of this Agreement. Each Property then being financed is located at the location set forth on the applicable Requisition, each of which is in one (1) of the Approved States; (l) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, the Lessor has good and marketable fee simple title to each Property, or, if any Property is the subject of a Ground Lease, the Lessor will have a valid ground leasehold interest enforceable against the ground lessor of such Property in accordance with the terms of such Ground Lease, subject only to (i) such Liens referenced in Sections 6.2(r)(i) and 6.2(r)(ii) on the applicable Property Closing Date and (ii) subject to Section 5.7, Permitted Liens after the applicable Property Closing Date; (m) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, no portion of any Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, or if any such Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, then flood insurance has been obtained for such Property in accordance with Section 14.2(b) of the Lease and in accordance with the National Flood Insurance Act of 1968, as amended; (n) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, each Property complies with all Insurance Requirements and all standards of Lessee with respect to similar properties owned by Lessee; (o) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, each Property complies with all Legal Requirements as of such date (including without limitation all zoning and land use laws and Environmental Laws), except to the extent that failure to comply therewith, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect; (p) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, all utility services and facilities necessary for the construction and operation of the Improvements and the installation and operation of the Equipment regarding each Property (including without limitation gas, electrical, water and sewage services and facilities) are available at the applicable Land and will be constructed prior to the Completion Date for such representations Property; (q) As of each Property Closing Date, the date of each subsequent Advance and warranties the Rent Commencement Date only, acquisition, installation and testing of the Equipment (if any) and construction of the Improvements (if any) to such date shall have been performed in a good and workmanlike manner, substantially in accordance with the applicable Plans and Specifications; (r) The Security Documents create, as security for the Obligations (as such term is defined in the Security Agreement), valid and enforceable security interests in, and Liens on, all of the Collateral, in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements, and such security interests and Liens are subject to no other Liens other than Liens that are expressly relate set forth as title exceptions on the title commitment issued under Section 5.3(g) with respect to the applicable Property, to the extent such title commitment has been approved by the Agent. Upon recordation of the Mortgage Instrument in the real estate recording office in the applicable Approved State identified by the Construction Agent or the Lessee, the Lien created by the Mortgage Instrument in the real property described therein shall be a perfected first priority mortgage Lien on such real property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements. To the extent that the security interests in the portion of the Collateral comprised of personal property can be perfected by filing in the filing offices in the applicable Approved States or elsewhere identified by the Construction Agent or the Lessee, upon filing of the Lender Financing Statements in such filing offices, the security interests created by the Security Agreement shall be perfected first priority security interests in such personal property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements; (s) The Plans and Specifications for each Property will be prepared prior to the commencement of construction in accordance with all applicable Legal Requirements (including without limitation all applicable Environmental Laws and building, planning, zoning and fire codes), except to the extent the failure to comply therewith, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect. Upon completion of the Improvements for each Property in accordance with the applicable Plans and Specifications, such Improvements will be within any building restriction lines and will not encroach in any manner onto any adjoining land (except as permitted by express written easements, which have been approved by the Agent); (t) As of the Rent Commencement Date only, each Property shall be improved in accordance with the applicable Plans and Specifications in a good and workmanlike manner and shall be operational; (u) As of the Initial Closing Date, each Restricted Subsidiary (formed prior to or on such date) shall have executed this Agreement in its capacity as a Guarantor; and (v) As of each Property Closing Date only, each Property has been acquired or ground leased pursuant to a specific dateGround Lease at a price that is not in excess of fair market value or fair market rental value, as the case may be.

Representations and Warranties of Each Credit Party. Each Credit Party hereby represents Effective as of the Initial Closing Date, the date of each Advance and warrants to the Administrative Rent Commencement Date, the Construction Agent and the Lenders Lessee represent and warrant to each of the other parties hereto that: (1a) The Incorporated Representations and Warranties are true and correct (unless such relate solely to an earlier point in time) and the execution, Lessee has delivered to the Agent the financial statements and other reports referred to in Section 7.1 and Section 7.2 of the Lessee Credit Agreement; (b) The execution and delivery and performance by each Credit Party of this Amendment Agreement and the other applicable Operative Agreements as of such date and the performance by each Credit Party of its respective obligations under this Agreement and the other applicable Operative Agreements are within the corporate powers of each Credit Party, have been duly authorized by all necessary corporate action on the part of each Credit Party. The executionParty (including without limitation any necessary shareholder action), delivery have been duly executed and performance by each Credit Party of this Amendment delivered, have received all necessary governmental approval, and the consummation of the transactions contemplated by this Amendment do not and will not (ai) violate any provision of any law or governmental rule or regulation applicable to such Credit Party, the Organizational Documents of such Credit Party, or any order, judgment or decree of any court or other agency of governmental Legal Requirement which is binding on any Credit PartyParty or any of their Subsidiaries, (bii) contravene or conflict with, or result in a breach of, any provision of the Articles of Incorporation, By-Laws or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation other organizational documents of any Credit Party or any of their Subsidiaries or of any agreement, indenture, instrument or other document which is binding on any Credit Party or any of their Subsidiaries, unless the contravention of, or conflict with, or breach thereof shall have or could reasonably be expected to have a Material Adverse Effect, or (including, without limitation, the Senior Subordinated Note Indenture), (ciii) result in in, or require require, the creation or imposition of any Lien upon any (other than pursuant to the terms of the properties or assets Operative Agreements) on any asset of any Credit Party or any of its their Subsidiaries, or (d) require the approval of members of any Credit Party or any approval or consent of any Person under any Contractual Obligation, except for such approvals or consents which will be obtained on or before the date hereof and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (2c) this Amendment This Agreement and each the other applicable Operative Agreements executed prior to and as of such date by any Credit Document has been duly executed and delivered by each Credit Party and is Party, constitute the legally legal, valid and binding obligation of such Credit Party, as applicable, enforceable against such Credit Party Party, as applicable, in accordance with its respective terms, their terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium applicable bankruptcy and insolvency moratoria or other similar laws relating to or limiting creditors' affecting creditors rights generally generally, or by equitable general principles relating of equity. Each Credit Party has executed the various Operative Agreements required to enforceabilitybe executed by such Credit Party as of such date; (3d) Except as described in Exhibit J, there are no material actions, suits or proceedings pending or, to the knowledge of any Credit Party, threatened against any Credit Party in any court or before any Governmental Authority (nor shall any order, judgment or decree have been issued or, to the knowledge of any Credit Party, proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the full performance of any Operative Agreement or any transaction contemplated thereby) that (i) concern any Property or any Credit Party's interest therein, (ii) question the validity or enforceability of any Operative Agreement or any transaction described in the Operative Agreements or (iii) shall have or could reasonably be expected to have a Material Adverse Effect; (e) No Governmental Action by any Governmental Authority or other authorization, registration, consent, approval, waiver, notice or other action by, to or of any other Person; (1) pursuant to any Legal Requirement, or (2) pursuant to any contract, indenture, instrument or agreement (the failure of which to obtain in the case of clause (2) should not or could not reasonably be expected to have a Material Adverse Effect) is required to have been obtained on the part of any Credit Party to authorize or is required in connection with (i) the execution, delivery or performance of any Operative Agreement, (ii) the legality, validity, binding effect or enforceability of any Operative Agreement, (iii) the acquisition, ownership, construction, completion, occupancy, operation, leasing or subleasing of any Property except for those which may appropriately be obtained at a later date or (iv) any Advance, in each case, except those which have been obtained and are in full force and effect; (f) Upon the execution and delivery of each Lease Supplement to the Lease, (i) the Lessee will have unconditionally accepted the Property subject to the Lease Supplement and will have a valid and subsisting leasehold interest in such Property, subject only to the Permitted Liens, and (ii) no offset will exist with respect to any Rent or other sums payable under the Lease; (g) Except as otherwise contemplated by the Operative Agreements, the Construction Agent shall not use the proceeds of any Holder Advance or Loan for any purpose other than the purchase and/or lease of the date hereofProperties, the acquisition, installation and both before testing of the Equipment, the construction of Improvements and after giving effect the payment of Transaction Expenses, in each case which accrue prior to the Rent Commencement Date with respect to a particular Property; (h) All information heretofore or contemporaneously herewith furnished by each Credit Party or their Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder for purposes of or in connection with this Amendment Agreement and the transactions contemplated hereunderhereby is, no Default and all information hereafter furnished by or Event on behalf of Default has occurred each Credit Party or their Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is continuing; anddated or certified, and such information, taken as a whole, does not and will not omit to state any material fact necessary to make such information, taken as a whole, not misleading; (4i) The principal place of business, chief executive office and office of the Construction Agent and the Lessee where the documents, accounts and records relating to the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, XX 00000. The states of incorporation/formation and principal place of business of each Guarantor are as set forth on Schedule 6.14 of the Lessee Credit Agreement. (j) The representations and warranties of each Credit Party contained set forth in any of the Credit Agreement and the Credit Documents Operative Agreements are true and correct in all material respects on and as of the date hereof of such Advance as if made on and as of such date. Each Credit Party is in all material respects in compliance with its obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement or otherwise waived in accordance with the applicable Operative Agreement. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Advance requested by the Requisition on the date hereofof such Advance; (k) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, each Property then being financed consists of (i) unimproved Land or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or ground leasing or will be renovated and/or modified in accordance with the terms of this Agreement. Each Property then being financed is located at the location set forth on the applicable Requisition, each of which is in one (1) of the Approved States; (l) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, the Lessor has good and marketable fee simple title to each Property, or, if any Property is the subject of a Ground Lease, the Lessor will have a valid ground leasehold interest enforceable against the ground lessor of such Property in accordance with the terms of such Ground Lease, subject only to (i) such Liens referenced in Sections 6.2(r)(i) and 6.2(r)(ii) on the applicable Property Closing Date and (ii) subject to Section 5.7, Permitted Liens after the applicable Property Closing Date; (m) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, no portion of any Property (other than a Property purchased or acquired (or ground leased) pursuant to Section 3.4 as of the Property Closing Date for such Property only) is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, or if any such Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, then flood insurance has been obtained for such Property in accordance with Section 14.2(b) of the Lease and in accordance with the National Flood Insurance Act of 1968, as amended; (n) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, each Property (other than a Property purchased or acquired (or ground leased) pursuant to Section 3.4 as of the Property Closing Date for such Property only) complies with all Insurance Requirements and all standards of Lessee with respect to similar properties owned by Lessee; (o) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, each Property complies with all Legal Requirements as of such date (including without limitation all zoning and land use laws and Environmental Laws), except to the extent that failure to comply therewith, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect; (p) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, all utility services and facilities necessary for the construction and operation of the Improvements and the installation and operation of the Equipment regarding each Property (including without limitation gas, electrical, water and sewage services and facilities) are available at the applicable Land or will be constructed prior to the Completion Date for such representations Property; (q) As of each Property Closing Date, the date of each subsequent Advance and warranties the Rent Commencement Date only, acquisition, installation and testing of the Equipment (if any) and construction of the Improvements (if any) to such date shall have been performed in a good and workmanlike manner, substantially in accordance with the applicable Plans and Specifications; (i) The Security Documents create, as security for the Obligations (as such term is defined in the Security Agreement), valid and enforceable security interests in, and Liens on, all of the Collateral, in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements, and such security interests and Liens are subject to no other Liens other than Liens that are expressly relate set forth as title exceptions on the title commitment issued under Section 5.3(g) with respect to the applicable Property, to the extent such title commitment has been approved by the Agent. Upon recordation of the Mortgage Instrument in the real estate recording office in the applicable Approved State identified by the Construction Agent or the Lessee, the Lien created by the Mortgage Instrument in the real property described therein shall be a perfected first priority mortgage Lien on such real property in favor of the Agent subject to no other Liens other than Liens that are expressly set forth as title exceptions on the title commitment issued under Section 5.3(g) with respect to the applicable Property, to the extent such title commitment has been approved by the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements. To the extent that the security interests in the portion of the Collateral comprised of personal property can be perfected by filing in the filing offices in the applicable Approved States or elsewhere identified by the Construction Agent or the Lessee, upon filing of the Lender Financing Statements in such filing offices, the security interests created by the Security Agreement shall be perfected first priority security interests in such personal property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements; (ii) The Lease Agreement creates, as security for the obligations of the Lessee under the Lease Agreement, valid and enforceable security interests in, and Liens on, each Property leased thereunder, in favor of the Lessor, and such security interests and Liens are subject to no other Liens other than Liens that are expressly set forth as title exceptions on the title commitment issued under Section 5.3(g) with respect to the applicable Property, to the extent such title commitment has been approved by the Agent. Upon recordation of the memorandum of the Lease Agreement and the memorandum of a Ground Lease (or, in either case, a short form lease containing adequate conveyance language) in the real estate recording office in the applicable Approved State identified by the Construction Agent or the Lessee, the Lien created by the Lease Agreement in the real property described therein shall be a perfected first priority mortgage Lien on such real property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements. To the extent that the security interests in the portion of any Property comprised of personal property can be perfected by the filing in the filing offices in the applicable Approved State or elsewhere identified by the Construction Agent or the Lessee upon filing of the Lessor Financing Statements in such filing offices, a security interest created by the Lease Agreement shall be perfected first priority security interests in such personal property in favor of the Lessor, which rights pursuant to the Lessor Financing Statements are assigned to the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements; (s) The Plans and Specifications for each Property will be prepared prior to the commencement of construction in accordance with all applicable Legal Requirements (including without limitation all applicable Environmental Laws and building, planning, zoning and fire codes), except to the extent the failure to comply therewith, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect. Upon completion of the Improvements for each Property in accordance with the applicable Plans and Specifications, such Improvements will be within any building restriction lines and will not encroach in any manner onto any adjoining land (except as permitted by express written easements, which have been approved by the Agent); (t) As of the Rent Commencement Date only, each Property shall be improved in accordance with the applicable Plans and Specifications in a good and workmanlike manner and shall be operational; and (u) As of each Property Closing Date only, each Property has been acquired or ground leased pursuant to a specific dateGround Lease at a price that is not in excess of fair market value or fair market rental value, as the case may be.

Representations and Warranties of Each Credit Party. Each Credit --------------------------------------------------- Party hereby represents and warrants to the Administrative Agent and the Lenders that:: * Less than ** Greater than or equals to (1a) the execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Credit Party. The execution, delivery and performance by each Credit Party of this Amendment and the consummation of the transactions contemplated by this Amendment do not and will not (a) violate any provision of any law or governmental rule or regulation applicable to such Credit Party, the Organizational Documents of such Credit Party, or any order, judgment or decree of any court or other agency of governmental binding on any Credit Party, (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Credit Party (including, without limitation, the Senior Subordinated Note Indenture), (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Credit Party or any of its Subsidiaries, or (d) require the approval of members of any Credit Party or any approval or consent of any Person under any Contractual Obligation, except for such approvals or consents which will be obtained on or before the date hereof and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (2b) this Amendment and each Credit Document has been duly executed and delivered by each Credit Party and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability; (3c) on or as of the date hereof, and both before and after giving effect to this Amendment and the transactions contemplated hereunder, no Default or Event of Default has occurred and is continuing; and (4d) the representations and warranties of each Credit Party contained in the Credit Agreement and the Credit Documents are true and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to a specific date.

Representations and Warranties of Each Credit Party. Each Credit Party --------------------------------------------------- hereby represents and warrants to the Administrative Agent and the Lenders that: (1a) the execution, delivery and performance of this Amendment and Waiver have been duly authorized by all necessary action on the part of each Credit Party. The execution, delivery and performance by each Credit Party of this Amendment and Waiver and the consummation of the transactions contemplated by this Amendment and Waiver do not and will not (ai) violate any provision of any law or governmental rule or regulation applicable to such Credit Party, the Organizational Documents of such Credit Party, or any order, judgment or decree of any court or other agency of governmental binding on any Credit Party, (bii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Credit Party (including, without limitation, the Senior Subordinated Note IndentureIndenture and the documents relating to the Holdings Preferred Stock), (ciii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Credit Party or any of its Subsidiaries, or (div) require the approval of members of any Credit Party or any approval or consent of any Person under any Contractual Obligation, except for such approvals or consents which will be obtained on or before the date hereof and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (2b) this Amendment and Waiver and each Credit Document has been duly executed and delivered by each Credit Party and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability; (3c) on or as of the date hereof, and both before and after giving effect to this Amendment and Waiver and the transactions contemplated hereunder, no Default or Event of Default has occurred and is continuing; and (4d) the representations and warranties of each Credit Party contained in the Credit Agreement and the Credit Documents are true and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to a specific date.