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

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority ABL Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Revolving Facility Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in material adverse effect on the Priority Credit rights and remedies of the parties hereto under this Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect material adverse effect on the rights and remedies of the parties hereto under this Agreement and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority First-Out Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit AgreementABL Facility), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenturecredit agreement, agreement or other instrument binding upon such party which could reasonably be expected to have such a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit AgreementAgreement as in effect on the date hereof), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) This Agreement has been duly executed and delivered by such party. (cd) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit Agreement)Effect, (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit AgreementFirst-Lien Revolving Facility), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenturecredit agreement, agreement or other instrument binding upon such party which could reasonably be expected to have such a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit Agreement)Effect, (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit AgreementABL Facility and/or the First-Lien Revolving Facility), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenturecredit agreement, agreement or other instrument binding upon such party which could reasonably be expected to have such a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this AgreementAmendment. (b) This Agreement Amendment has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement Amendment (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to have result in a Material Adverse Effect Change (as defined in the Priority Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have result in a Material Adverse Effect Change and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit Agreement)material adverse effect, (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect material adverse effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Revolving Credit Agreement or the Term Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have result in a Material Adverse Effect Change (as defined in the Priority ABL Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have result in a Material Adverse Effect Change and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit Agreement)Effect, (ii) will not violate any applicable law or regulation or any order order, judgment or decree of any Governmental Authority governmental authority or any indenturecredit agreement, agreement or other instrument binding upon such party which could reasonably be expected to have such a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party Grantor hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Materially Adverse Effect (as defined in the Priority ABL Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Materially Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority ABL Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or governmental authority or, to its knowledge, any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws by‑laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority ABL Credit AgreementAgreement as of the date hereof), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows: (a) Such such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.; (b) This this Agreement has been duly executed and delivered by such party.party and (c) The the execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority RBL Credit Agreement, as in effect on the date hereof), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect (as defined in the Priority RBL Credit Agreement, as in effect on the date hereof) and (iii) will not violate the charter, by-laws or other organizational documents of such party.

Representations and Warranties of Each Party. Each party Grantor hereto represents and warrants to the other parties hereto as follows: (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) This Agreement has been duly executed and delivered by such party. (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority governmental authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority ABL Credit Agreement), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority governmental authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party.