Common use of Representations and Warranties of Loan Parties Clause in Contracts

Representations and Warranties of Loan Parties. Each Loan Party represents and warrants as follows: (a) It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties of such Loan Party and each other Loan Party contained in Article V of the Credit Agreement are true and correct in all material respects on and as of the Second Amendment Effective Date (except (i) for any representation and warranty that is qualified by materiality, in which case, such representation and warranty is true and correct without qualification and (ii) to the extent that such representation and warranty expressly related to an earlier date, in which event such representation and warranty is true and correct in all material respects as of such earlier date). (e) As of the Second Amendment Effective Date, no event has occurred and is continuing or would result herefrom which constitutes a Default or an Event of Default.

Representations and Warranties of Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (a) It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Third Amendment. (b) This Third Amendment has been duly executed and delivered by such Loan Party Person and constitutes such Loan PartyPerson’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Third Amendment. (d) The At the time of and immediately after giving effect to this Third Amendment, the representations and warranties of such Loan Party and each other Loan Party contained in Article V of the Credit Agreement are shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct, except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects respects, in each case described in clauses (i) and (ii) above, on and as of the Second date of this Third Amendment Effective Date (as if made on and as of such date except (i) for any representation and or warranty that is qualified by materiality, in which case, such representation and warranty is true and correct without qualification and (ii) to the extent that such representation and warranty expressly related to made as of an earlier date, in which event such representation and warranty is shall remain true and correct in all material respects as of such earlier date). (e) As of the Second Amendment Effective DateAfter giving effect to this Third Amendment, no event has occurred and is continuing or would result herefrom which constitutes a Default or an Event of Unmatured Default. (f) The Obligations and Guaranteed Obligations are not reduced or modified by this Third Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (a) It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Loan Party Person and constitutes such Loan PartyPerson’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The At the time of and immediately after giving effect to this Amendment, the representations and warranties of such Loan Party and each other Loan Party contained in Article V of the Credit Agreement are shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects respects, in each case described in clauses (i) and (ii) above, on and as of the Second date of this Amendment Effective Date (as if made on and as of such date except (i) for any representation and or warranty that is qualified by materiality, in which case, such representation and warranty is true and correct without qualification and (ii) to the extent that such representation and warranty expressly related to made as of an earlier date, in which event such representation and warranty is shall remain true and correct in all material respects as of such earlier date). (e) As of the Second Amendment Effective DateAfter giving effect to this Amendment, no event has occurred and is continuing or would result herefrom which constitutes a Default or an Event of Unmatured Default. (f) The Obligations and Guaranteed Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Loan Parties. Each Loan Party The Borrower represents and warrants as follows: (a) It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Loan Party the Borrower and constitutes such Loan Partythe Borrower’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person the Borrower of this Amendment. (d) The At the time of and immediately after giving effect to this Amendment, the representations and warranties of such Loan Party and each other Loan Party contained in Article V III of the Credit Agreement are shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects respects, in each case described in clauses (i) and (ii) above, on and as of the Second date of this Amendment Effective Date (as if made on and as of such date except (i) for any representation and or warranty that is qualified by materiality, in which case, such representation and warranty is true and correct without qualification and (ii) to the extent that such representation and warranty expressly related to made as of an earlier date, in which event such representation and warranty is shall remain true and correct in all material respects as of such earlier date). (e) As of the Second Amendment Effective DateAfter giving effect to this Amendment, no event has occurred and is continuing or would result herefrom which constitutes a Default or an Event of Default. (f) The Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (a) It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Loan Party Person and constitutes such Loan PartyPerson’s legal, valid and binding obligationobligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties of such Loan Party and each other Loan Party contained set forth in Article V of the Credit Agreement are true and correct in all material respects on and as of the Second Amendment Effective Date date hereof (except (i) for any representation and warranty that is qualified by materiality, in those which case, such representation and warranty is true and correct without qualification and (ii) to the extent that such representation and warranty expressly related relate to an earlier date, in which event such representation and warranty is true and correct in all material respects as of such earlier date). (e) As of the Second Amendment Effective DateAfter giving effect to this Amendment, no event has occurred and is continuing or would result herefrom which constitutes a Default or an Event of Default. (f) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the applicable Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) Except as specifically provided in this Amendment, the Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (a) It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties of such set forth in the Loan Party and each other Loan Party contained in Article V of the Credit Agreement Documents are true and correct in all material respects on and as of the Second Amendment Effective Date date hereof (except (i) for any representation and warranty that is qualified by materiality, in those which case, such representation and warranty is true and correct without qualification and (ii) to the extent that such representation and warranty expressly related relate to an earlier date, in which event such representation and warranty is true and correct in all material respects as of such earlier date). (e) As of the Second Amendment Effective DateAfter giving effect to this Amendment, no event has occurred and is continuing or would result herefrom which constitutes a Guaranty Event of Default or an any other Event of Default. (f) The Mortgage continues to create a valid security interest in, and lien upon, the real property and related fixtures described therein, in favor of the Lender, which security interests and liens are perfected in accordance with the terms of the Mortgage and related documentation and prior to all other liens other than liens otherwise permitted under any of the Loan Documents. (g) None of the obligations of the Loan Parties arising under any of the Loan Documents (including the Obligations) are reduced or modified by this Amendment, nor are any subject to any offsets, defenses or counterclaims.

Representations and Warranties of Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (a) It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Loan Party Person and constitutes such Loan PartyPerson’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties of such Loan Party and each other Loan Party contained set forth in Article V of the Credit Agreement are true and correct in all material respects on and as of the Second Amendment Effective Date date hereof (except (i) for any representation and warranty that is qualified by materiality, in those which case, such representation and warranty is true and correct without qualification and (ii) to the extent that such representation and warranty expressly related relate to an earlier date, in which event such representation and warranty is true and correct in all material respects as of such earlier date). (e) As of the Second Amendment Effective DateAfter giving effect to this Amendment, no event has occurred and is continuing or would result herefrom which constitutes a Default or an Event of Default. (f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens. (g) The Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims. ACTIVE 210086601v.7

Representations and Warranties of Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (ai) It Each Loan Party has the power and authority, and the legal right, to make, deliver and perform this Amendment; (b) each Loan Party has taken all necessary organizational or corporate or organizational action to authorize the execution, delivery and performance of this Amendment. ; (bc) This no material Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect; (d) this Amendment has been duly executed and delivered by such on behalf of each Loan Party and party hereto; (e) this Amendment constitutes such Loan Party’s a legal, valid and binding obligationobligation of each Loan Party party hereto, enforceable against each such Loan Party in accordance with its terms, except as such enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 1. Each of the representations and warranties made by each Loan Party in or pursuant to any Loan Document (i) that is qualified by materiality is true and correct in all respects, and (ii) general principles of equity (regardless of whether such enforceability that is considered in a proceeding at law or in equity). (c) No consentnot qualified by materiality, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties of such Loan Party and each other Loan Party contained in Article V of the Credit Agreement are true and correct in all material respects respects, in each case, on and as of the Second Amendment Effective Date (as if made on and as of the Amendment Effective Date, except (i) for any representation and warranty that is qualified by materiality, in which case, such representation and warranty is true and correct without qualification and (ii) to the extent that any such representation and warranty expressly related relates to an earlier date, in which event case such representation and warranty is shall have been true and correct in all material respects as of such earlier datedate (or in all respects to the extent such representation and warranty is qualified by materiality). (e) As 2. No Default or Event of the Second Amendment Effective Date, no event Default has occurred and is continuing as of or would result herefrom on the Amendment Effective Date or after giving effect to this Amendment. 3. The Loan Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Secured Parties, which constitutes a Default security interests and Liens are perfected in accordance with the terms of the Loan Documents and prior to all Liens other than Liens permitted pursuant to Section 7.3 of the Credit Agreement. 4. Other than as set forth herein, the Obligations are not reduced or an Event of Defaultmodified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (a) It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Loan Party Person and constitutes such Loan PartyPerson’s legal, valid and binding obligationobligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties of such Loan Party and each other Loan Party contained set forth in Article V of the Credit Agreement are true and correct in all material respects on and as of the Second Amendment Effective Date date hereof (except (i) for any representation and warranty that is qualified by materiality, in those which case, such representation and warranty is true and correct without qualification and (ii) to the extent that such representation and warranty expressly related relate to an earlier date, in which event such representation and warranty is true and correct in all material respects as of such earlier date). (e) As of the Second Amendment Effective DateAfter giving effect to this Amendment, no event has occurred and is continuing or would result herefrom which constitutes a Default or an Event of Default. (f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the applicable Collateral Agent, for the benefit of the applicable Secured Parties, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens. (g) Except as specifically provided in this Amendment, the Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims. (h) The Organizational Documents of each of the Loan Parties have not been rescinded, amended or otherwise modified since the Closing Date.

Representations and Warranties of Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (a) It has taken all necessary corporate or organizational action to authorize the execution, delivery and performance of this Second Amendment. (b) This Second Amendment has been duly executed and delivered by such Loan Party Person and constitutes such Loan PartyPerson’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Second Amendment. (d) The At the time of and immediately after giving effect to this Second Amendment, the representations and warranties of such Loan Party and each other Loan Party contained in Article V of the Credit Agreement are shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct, except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects respects, in each case described in clauses (i) and (ii) above, on and as of the date of this Second Amendment Effective Date (as if made on and as of such date except (i) for any representation and or warranty that is qualified by materiality, in which case, such representation and warranty is true and correct without qualification and (ii) to the extent that such representation and warranty expressly related to made as of an earlier date, in which event such representation and warranty is shall remain true and correct in all material respects as of such earlier date). (e) As of the After giving effect to this Second Amendment Effective DateAmendment, no event has occurred and is continuing or would result herefrom which constitutes a Default or an Event of Unmatured Default. (f) The Obligations and Guaranteed Obligations are not reduced or modified by this Second Amendment and are not subject to any offsets, defenses or counterclaims.