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

Representations and Warranties of the Borrowers. Each Borrower makes the following representations and warranties to the Purchaser, each and all of which shall survive the execution and delivery of this Amendment: (a) This Amendment has been executed and delivered by duly authorized representatives of each Borrower, and the Purchase Agreement, as modified and amended by this Amendment, constitutes a legal, valid and binding obligation of such Borrower, and is enforceable against such Borrower in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally; (b) After giving effect to this Amendment, no Default or Event of Default has occurred or is continuing other than the Specified Events of Default; and (c) After giving effect to this Amendment, all of the representations and warranties of the Borrowers contained in the Purchase Agreement continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date.

Representations and Warranties of the Borrowers. Each Borrower makes the following representations and warranties to the Purchaser, each and all of which shall survive the execution and delivery of this Amendment: (a) This Amendment has been executed and delivered by duly authorized representatives of each Borrower, and the Purchase AgreementNote, as modified and amended by this Amendment, constitutes a legal, valid and binding obligation of such Borrower, and is enforceable against such Borrower in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally; (b) After giving effect to this Amendment, no Default or Event of Default has occurred or is continuing other than the Specified Events of Default; and (cb) After giving effect to this Amendment, all of the representations and warranties of the Borrowers contained in the Purchase Agreement continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date.

Representations and Warranties of the Borrowers. Each Borrower makes the following representations represents and warranties to the Purchaser, each and all of which shall survive the execution and delivery of this Amendmentwarrants that: (a) The execution, delivery and performance by the Borrowers of this Amendment No. 2 are within the Borrowers’ corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Amendment No. 2 has been duly executed and delivered by duly authorized representatives of each Borrower, the Borrowers and the Purchase Agreement, as modified and amended by this Amendment, constitutes a legal, valid and binding obligation of such Borrowerthe Borrowers, and is enforceable against such Borrower in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws relating to or limiting affecting creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (b) After giving effect to this AmendmentAmendment No. 2, no Default or Event of Default has occurred or is continuing other than the Specified Events of Default; and (c) After giving effect to this Amendment, all each of the representations and warranties of the Borrowers contained in the Purchase Credit Agreement continue to be (treating this Amendment No. 2 as a Credit Document and the Borrowers’ execution and delivery of this Amendment No. 2 as within the definition of “Transactions” for purposes thereof) is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations representation or warranties that warranty which is already are qualified or modified as to “materiality” materiality or “by reference to Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties Effect shall be true and correct in all respects subject to such qualificationrespects) on and as of the date hereof as though if made on and as of such datethe date hereof, except to the extent that any such representation or warranty representations and warranties expressly relates solely relate to an earlier date (in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations representation or warranties that warranty which is already are qualified or modified as to “materiality” materiality or “by reference to Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties Effect shall be true and correct in all respects subject to such qualificationrespects) on and as of such earlier date); and (c) After giving effect to this Amendment No. 2, no Default or Event of Default has occurred and is continuing.

Representations and Warranties of the Borrowers. Each Borrower makes the following representations represents and warranties to the Purchaser, each and all of which shall survive the execution and delivery of this Amendmentwarrants that: (a) This the execution, delivery and performance by the Borrowers of this Amendment are within the Borrowers’ corporate powers and have been duly authorized by all necessary corporate action and, if required, stockholder action and this Amendment has been duly executed and delivered by duly authorized representatives of each Borrower, the Borrowers and the Purchase Agreement, as modified and amended by this Amendment, constitutes a legal, valid and binding obligation of such Borrower, and is each Borrower enforceable against such Borrower the Borrowers in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws relating to or limiting affecting creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (b) After each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) is true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of the date of hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of such earlier date); and (c) immediately before and after giving effect to this Amendment, no Default or Event of Default has occurred or and is continuing other than the Specified Events of Default; and (c) After giving effect to this Amendment, all of the representations and warranties of the Borrowers contained in the Purchase Agreement continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier datecontinuing.

Representations and Warranties of the Borrowers. Each Borrower makes the following representations represents and warranties to the Purchaser, each and all of which shall survive the execution and delivery of this Amendmentwarrants as follows: (a) This Amendment has been executed and delivered by duly authorized representatives of each BorrowerSolely with respect to the Commitment Increase referred to in Section 1, and the Purchase Agreement, as modified and amended by this Amendment, constitutes a legal, valid and binding obligation of such Borrower, and is enforceable against such Borrower in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally; (b) After giving effect to this Amendment, no Default or Event of Default has occurred or is continuing other than the Specified Events of Default; and (c) After giving effect to this Amendment, all of the representations and warranties of the Borrowers contained such Borrower set forth in the Purchase Credit Agreement continue to be are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any other than those representations or and warranties that already are qualified or modified as subject to “materiality” or “Material Adverse Effect” or “Material Adverse Change” a materiality qualifier, in the text thereof, which case such representations and warranties shall be true and correct in all respects subject to such qualificationas written, including the materiality qualifier) on and as of the date hereof as though made on Effective Date (other than those representations and as of such warranties that expressly relate to a specific earlier date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any other than those representations or and warranties that already are qualified or modified as subject to “materiality” or “Material Adverse Effect” or “Material Adverse Change” a materiality qualifier, in the text thereof, which case such representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier datedate as written, including the materiality qualifier)). (b) The signature and delivery by the Borrowers of this Agreement and any New Note and the performance of its obligations contemplated hereby are within such Borrower’s partnership or limited liability company powers, as applicable, and have been duly authorized by all necessary partnership, limited liability company and, if required, partner action, as applicable. (c) Each of this Agreement and any New Note has been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective 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. (d) No Default or Event of Default has occurred and is continuing.

Representations and Warranties of the Borrowers. Each Borrower makes the following representations and warranties to the PurchaserBy its execution of this Incremental Amendment, each Borrower hereby represents and all of which shall survive the execution warrants that: i. each Borrower has been duly authorized to execute this Incremental Amendment and delivery of this Amendment: (a) This Incremental Amendment has been duly and validly executed by each Borrower and delivered by duly authorized representatives of each Borrower, and constitutes the Purchase Agreement, as modified and amended by this Amendment, constitutes a legal, valid and binding obligation obligations of such Borrower, and is enforceable against such Borrower in accordance in accordance with its terms, except as such enforcement may be qualified or limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws relating to or limiting affecting creditors’ ' rights generally; (b) After giving effect to this Amendment, no Default or Event generally and by general principles of Default has occurred or is continuing other than the Specified Events of Defaultequity; and (c) After giving effect to this Amendment, all of ii. the representations and warranties of the Borrowers contained in the Purchase Agreement continue to be Loan Documents are true and correct accurate in all material respects as of the date hereof (except to the extent any representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date as if made on such date); provided, that, any representation and warranty that such materiality qualifier shall not be applicable to any representations or warranties that already are is qualified or modified as to “materiality,” or “Company Material Adverse Effect,” “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties similar language shall be true and correct in all respects subject to on such qualification) on respective dates; and iii. no Potential Event of Default or Event of Default has occurred and is continuing as of the date hereof as though made on and as hereof, or would result from the execution of such datethis Incremental Amendment, except to the extent that any such representation establishment of the Incremental Commitments, the borrowing of the Incremental Loans (the “Proposed Borrowing”) or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as application of such earlier datethe proceeds therefrom.

Representations and Warranties of the Borrowers. Each Borrower makes of the following representations Borrowers represents and warranties to the Purchaser, each and all of which shall survive the execution and delivery of this Amendmentwarrants that: (a) This The execution, delivery and performance by each of the Borrowers of this Amendment has and the other documents delivered in connection herewith (collectively, the “Other Amendment Documents”) have been executed and delivered by duly authorized representatives by all necessary corporate action and that each of each Borrower, this Amendment and the Purchase Agreement, as modified and amended by this Amendment, constitutes Other Amendment Documents is a legal, valid and binding obligation of such Borrower, and is each of the Borrowers enforceable against such Borrower each of the Borrowers in accordance with its terms, except as the enforcement thereof may be limited by equitable principles or by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting law affecting creditors’ rights generally; (b) Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such earlier date; (c) Since March 31, 2017 there has been no material adverse change in the business, assets, operations or condition of the Borrower and its Subsidiaries, taken as a whole; and (d) After giving effect to this AmendmentAmendment and the Other Amendment Documents, no Default or Event of Default has occurred or and is continuing other than the Specified Events of Default; and (c) After giving effect to this Amendment, all of the representations and warranties of the Borrowers contained in the Purchase Agreement continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier datecontinuing.

Representations and Warranties of the Borrowers. Each Borrower makes represents and warrants that as of the following representations and warranties to the Purchaser, each and all of which shall survive the execution and delivery of this Amendment:Amendment No. 4 Effective Date (as defined below): (a) This the execution, delivery and performance by the Borrowers of this Amendment are within the Borrowers’ corporate powers and have been duly authorized by all necessary corporate action and, if required, stockholder action and this Amendment has been duly executed and delivered by duly authorized representatives of each Borrower, the Borrowers and the Purchase Agreement, as modified and amended by this Amendment, constitutes a legal, valid and binding obligation of such Borrower, and is each Borrower enforceable against such Borrower the Borrowers in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws relating to or limiting affecting creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (b) After each of the representations and warranties contained in the Amended Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) is true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of the date of hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of such earlier date); and (c) immediately before and after giving effect to this Amendment, no Default or Event of Default has occurred or and is continuing other than the Specified Events of Default; and (c) After giving effect to this Amendment, all of the representations and warranties of the Borrowers contained in the Purchase Agreement continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier datecontinuing.

Representations and Warranties of the Borrowers. Each Borrower makes the following representations represents and warranties to the Purchaser, each and all of which shall survive the execution and delivery of this Amendmentwarrants that: (a) The execution, delivery and performance by the Borrowers of this Amendment are within the Borrowers’ corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Amendment has been duly executed and delivered by duly authorized representatives of each Borrower, the Borrowers and the Purchase Agreement, as modified and amended by this Amendment, constitutes a legal, valid and binding obligation of such Borrowerthe Borrowers, and is enforceable against such Borrower in accordance with its terms, except as enforcement may be limited by equitable principles or by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws relating to or limiting affecting creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (b) After giving effect to this Amendment, each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Credit Document and the Borrowers’ execution and delivery of this Amendment as within the definition of “Transactions” for purposes thereof) is true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of such earlier date); and (c) After giving effect to this Amendment, no Default or Event of Default has occurred or and is continuing other than the Specified Events of Default; and (c) After giving effect to this Amendment, all of the representations and warranties of the Borrowers contained in the Purchase Agreement continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier datecontinuing.