Common use of Representations and Warranties of the Agent Clause in Contracts

Representations and Warranties of the Agent. Effective as of the Initial Closing Date, the Agent represents and warrants to each of the other parties hereto that: (a) It is a national banking association duly organized and validly existing under the laws of the United States of America and has the full power and authority to enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be a party; (b) This Agreement and each other Operative Agreement to which it is a party have been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and have been, or on such Closing Date will have been, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are, or upon execution and delivery thereof will be, legal, valid and binding obligations of the Agent, enforceable against it in accordance with their respective terms; (c) The execution, delivery and performance by the Agent of this Agreement and each other Operative Agreement to which it is or will be a party are not, and will not be, inconsistent with the articles of incorporation or by-laws or other charter documents of the Agent, do not and will not contravene any applicable Law of the State of Texas or of the United States of America governing its activities and will not contravene any provision of, or constitute a default under any indenture, mortgage, contract or other instrument of which it is a party or by which it or its properties are bound, or require any consent or approval of any Governmental Authority under any applicable law, rule or regulation of the State of Texas or any federal law, rule or regulation of the United States of America governing its activities; and (d) Except as otherwise contemplated by the Operative Agreements, the Agent shall not, nor shall it direct the Lessor to, use the proceeds of any Loan for any purpose other than the purchase of the Properties, the acquisition of Equipment, the construction of Improvements and the payment of Transaction Expenses, interest regarding the Loans which accrue under the Credit Agreement during the period prior to the Basic Term Commencement Date with respect to a particular Property and other uses authorized under the Operative Agreements.

Representations and Warranties of the Agent. Effective as of the Initial Closing Date, the Agent represents and warrants to each of the other parties hereto that: (a) It is a national banking association duly organized and validly existing under the laws of the United States of America and has the full power and authority to enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be a party; (b) This Agreement and each other Operative Agreement to which it is a party have been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and have been, or on such Closing Date will have been, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are, or upon execution and delivery thereof will be, legal, valid and binding obligations of the Agent, enforceable against it in accordance with their respective terms; (c) The execution, delivery and performance by the Agent of this Agreement and each other Operative Agreement to which it is or will be a party are not, and will not be, inconsistent with the articles of incorporation or by-laws or other charter documents of the Agent, do not and will not contravene any applicable Law of the State of Texas Florida or of the United States of America governing its activities and will not contravene any provision of, or constitute a default under any indenture, mortgage, contract or other instrument of to which it is a party or by which it or its properties are bound, or require any consent or approval of any Governmental Authority under any applicable law, rule or regulation of the State of Texas Florida or any federal law, rule or regulation of the United States of America governing its activities; and (dc) Except as otherwise contemplated Each of this Agreement and each other Operative Agreement to which it is a party has been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and has been, or on such Closing Date will be, duly executed and delivered by the Operative AgreementsAgent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, will constitute a legal, valid and binding obligation enforceable against the Agent shall not, nor shall it direct in accordance with the Lessor to, use the proceeds of any Loan for any purpose other than the purchase of the Properties, the acquisition of Equipment, the construction of Improvements and the payment of Transaction Expenses, interest regarding the Loans which accrue under the Credit Agreement during the period prior to the Basic Term Commencement Date with respect to a particular Property and other uses authorized under the Operative Agreementsterms thereof.

Representations and Warranties of the Agent. Effective as of the Initial Closing Date, the Agent represents and warrants to each of the other parties hereto that: (a) It is a national banking association duly organized and validly existing under the laws of the United States of America and has the full power and authority to enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be a party; (b) This Agreement and each other Operative Agreement to which it is a party have been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and have been, or on such Closing Date will have been, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are, or upon execution and delivery thereof will be, legal, valid and binding obligations of the Agent, enforceable against it in accordance with their respective terms; (c) The execution, delivery and performance by the Agent of this Agreement and each other Operative Agreement to which it is or will be a party are not, and will not be, inconsistent with the articles of incorporation or by-laws or other charter documents of the Agent, do not and will not contravene any applicable Law of the State of Texas North Carolina or of the United States of America governing its activities and will not contravene any provision of, or constitute a default under any indenture, mortgage, contract or other instrument of to which it is a party or by which it or its properties are bound, or require any consent or approval of any Governmental Authority under any applicable law, rule or regulation of the State of Texas North Carolina or any federal law, rule or regulation of the United States of America governing its activities; and (c) Each of this Agreement and each other Operative Agreement to which it is a party has been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and has been, or on such Closing Date will be, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, will constitute a legal, valid and binding obligation enforceable against the Agent in accordance with the terms thereof; (d) Except as otherwise contemplated by the Operative Agreements, the Agent shall not, nor shall it direct the Lessor Owner Trustee to, use the proceeds of any Loan for any purpose other than the payment of Transaction Expenses and the fees, expenses and other disbursements referenced in Section 9.1(a) and (b) of this Agreement, the purchase or lease of the Properties, the acquisition of Equipment, the construction of Improvements Equipment and the payment acquisition of Transaction Expenses, interest regarding the Loans which accrue under the Credit Agreement during the period prior to the Basic Term Commencement Date with respect to a particular Property and other uses authorized under the Operative AgreementsImprovements.

Representations and Warranties of the Agent. Effective as of the Initial Closing Date, the Agent represents and warrants to each of the other parties hereto that: (a) It is a national banking association duly organized and validly existing under the laws of the United States of America and has the full power and authority to enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be a party; (b) This Agreement and each other Operative Agreement to which it is a party have been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and have been, or on such Closing Date will have been, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are, or upon execution and delivery thereof will be, legal, valid and binding obligations of the Agent, enforceable against it in accordance with their respective terms; (c) The execution, delivery and performance by the Agent of this Agreement and each other Operative Agreement to which it is or will be a party are not, and will not be, inconsistent with the articles of incorporation or by-laws or other charter documents of the Agent, do not and will not contravene any applicable Law of the State of Texas Connecticut or of the United States of America governing its activities and will not contravene any provision of, or constitute a default under any indenture, mortgage, contract or other instrument of to which it is a party or by which it or its properties are bound, or require any consent or approval of any Governmental Authority under any applicable law, . rule or regulation of the State of Texas Connecticut or any federal law, rule or regulation of the United States of America governing its activities; (c) Each of this Agreement and each other Operative Agreement to which it is a party has been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and has been, or on such Closing Date will be, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, will constitute a legal, valid and binding obligation enforceable against the Agent in accordance with the terms thereof; and (d) Except as otherwise contemplated by the Operative Agreements, the Agent shall not, nor shall it direct the Lessor Owner Trustee to, use the proceeds of any Loan for any purpose other than the purchase of the Properties, the acquisition of Equipment, the construction of Improvements and the payment of Transaction ExpensesExpenses and the fees, interest regarding the Loans which accrue under the Credit Agreement during the period prior to the Basic Term Commencement Date with respect to a particular Property expenses and other uses authorized under the Operative Agreementsdisbursements referenced in Section 9.1 of this Agreement.

Representations and Warranties of the Agent. Effective as of the Initial Closing Date, the Agent represents and warrants to each of the other parties hereto that: (a) It is a national banking association duly organized and validly existing under the laws of the United States of America and has the full power and authority to enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be a party; (b) This Agreement and each other Operative Agreement to which it is a party have been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and have been, or on such Closing Date will have been, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are, or upon execution and delivery thereof will be, legal, valid and binding obligations of the Agent, enforceable against it in accordance with their respective terms; (c) The execution, delivery and performance by the Agent of this Agreement and each other Operative Agreement to which it is or will be a party are not, and will not be, inconsistent with the articles of incorporation or by-laws or other charter documents of the Agent, do not and will not contravene any applicable Law of the State of Texas New York or of the United States of America governing its activities and will not contravene any provision of, or constitute a default under any indenture, mortgage, contract or other instrument of to which it is a party or by which it or its properties are bound, or require any consent or approval of any Governmental Authority under any applicable law, rule or regulation of the State of Texas New York or any federal law, rule or regulation of the United States of America governing its activities; and (dc) Except as otherwise contemplated Each of this Agreement and each other Operative Agreement to which it is a party has been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and has been, or on such Closing Date will be, duly executed and delivered by the Operative Agreements, the Agent shall not, nor shall it direct the Lessor to, use the proceeds of any Loan for any purpose other than the purchase of the Properties, the acquisition of Equipment, the construction of Improvements and the payment of Transaction Expenses, interest regarding the Loans which accrue under the Credit Agreement during the period prior to the Basic Term Commencement Date with respect to a particular Property and other uses authorized under the Operative AgreementsAgent.

Representations and Warranties of the Agent. Effective as of the Initial Amendment Closing Date, the Agent represents and warrants to each of the other parties hereto that: (a) It is a national banking association duly organized and validly existing under the laws of the United States of America and has the full power and authority to enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be a party; (b) This Agreement and each other Operative Agreement to which it is a party have been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and have been, or on such Closing Date will have been, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are, or upon execution and delivery thereof will be, legal, valid and binding obligations of the Agent, enforceable against it in accordance with their respective terms; (c) The execution, delivery and performance by the Agent of this Agreement and each other Operative Agreement to which it is or will be a party are not, and will not be, inconsistent with the articles of incorporation or by-laws or other charter documents of the Agent, do not and will not contravene any applicable Law of the State of Texas Florida or of the United States of America governing its activities and will not contravene any provision of, or constitute a default under any indenture, mortgage, contract or other instrument of to which it is a party or by which it or its properties are bound, or require any consent or approval of any Governmental Authority under any applicable law, rule or regulation of the State of Texas Florida or any federal law, rule or regulation of the United States of America governing its activities; and (dc) Except as otherwise contemplated Each of this Agreement and each other Operative Agreement to which it is a party has been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and has been, or on such Closing Date will be, duly executed and delivered by the Operative AgreementsAgent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, will constitute a legal, valid and binding obligation enforceable against the Agent shall not, nor shall it direct in accordance with the Lessor to, use the proceeds of any Loan for any purpose other than the purchase of the Properties, the acquisition of Equipment, the construction of Improvements and the payment of Transaction Expenses, interest regarding the Loans which accrue under the Credit Agreement during the period prior to the Basic Term Commencement Date with respect to a particular Property and other uses authorized under the Operative Agreementsterms thereof.

Representations and Warranties of the Agent. Effective as of the Initial Closing DateDate and the date of each Advance, the Agent represents and warrants to each of the other parties hereto that: (a) It is a national banking association duly organized and validly existing under the laws of the United States of America and has the full power and authority to enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be a party; (b) This Agreement and each other Operative Agreement to which it is a party have been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and have been, or on such Closing Date will have been, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are, or upon execution and delivery thereof will be, legal, valid and binding obligations of the Agent, enforceable against it in accordance with their respective terms; (c) The execution, delivery and performance by the Agent of this Agreement and each other Operative Agreement to which it is or will be a party are do not, and will not be, inconsistent with contravene the articles of incorporation association or by-laws or other charter documents of the Agent, do not and will not contravene Agent or any applicable Law of the State of Texas North 26 Carolina or of the United States of America governing its activities and will not contravene any provision of, or constitute a default under any indenture, mortgage, contract or other instrument of which it is a party or by which it or its properties are bound, or require any consent or approval of any Governmental Authority under any applicable law, rule or regulation of the State of Texas North Carolina or any federal law, rule or regulation of the United States of America governing its activities; and (d) Except as otherwise contemplated by the Operative Agreements, the Agent shall not, nor shall it direct the Lessor to, use the proceeds of any Loan or Holder Advance, as the case may be, for any purpose other than the purchase and/or lease of the Properties, the acquisition acquisition, installation and testing of the Equipment, the construction of Improvements and the payment of Transaction ExpensesExpenses and the fees, interest regarding the Loans expenses and other disbursements referenced in Sections 7.1(a) and 7.1(b) of this Agreement, in each case which accrue under the Credit Agreement during the period prior to the Basic Term Rent Commencement Date with respect to a particular Property and other uses authorized under the Operative AgreementsProperty.

Representations and Warranties of the Agent. Effective as of the Initial Closing Date, the Agent represents and warrants to each of the other parties hereto that: (a) It is a national banking association duly organized and validly existing under the laws of the United States of America and has the full power and authority to enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be a party; (b) This Agreement and each other Operative Agreement to which it is a party have been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and have been, or on such Closing Date will have been, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are, or upon execution and delivery thereof will be, legal, valid and binding obligations of the Agent, enforceable against it in accordance with their respective terms; (c) The execution, delivery and performance by the Agent of this Agreement and each other Operative Agreement to which it is or will be a party are not, and will not be, inconsistent with the articles of incorporation or by-laws or other charter documents of the Agent, do not and will not contravene any applicable Law of the State of Texas Connecticut or of the United States of America governing its activities and will not contravene any provision of, or constitute a default under any indenture, mortgage, contract or other instrument of to which it is a party or by which it or its properties are bound, or require any consent or approval of any Governmental Authority under any applicable law, rule or regulation of the State of Texas Connecticut or any federal law, rule or regulation of the United States of America governing its activities; (c) Each of this Agreement and each other Operative Agreement to which it is a party has been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and has been, or on such Closing Date will be, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, will constitute a legal, valid and binding obligation enforceable against the Agent in accordance with the terms thereof; and (d) Except as otherwise contemplated by the Operative Agreements, the Agent shall not, nor shall it direct the Lessor Owner Trustee to, use the proceeds of any Loan for any purpose other than the purchase of the Properties, the acquisition of Equipment, the construction of Improvements and the payment of Transaction ExpensesExpenses and the fees, interest regarding the Loans which accrue under the Credit Agreement during the period prior to the Basic Term Commencement Date with respect to a particular Property expenses and other uses authorized under the Operative Agreementsdisbursements referenced in Section 9.1 of this Agreement.