Common use of REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. In order to induce the Holders to enter into this Agreement, the Note Parties hereby represent and warrant to the Holders that: (a) As of the date hereof, no Event of Default has occurred and is continuing under the Indenture (it being understood that the Specified Default may occur); (b) The Note Parties have the power and authority to execute, deliver and perform this Agreement; (c) The Note Parties have taken all necessary action (including, without limitation, obtaining approval of its members, managers, directors or partners, as applicable, if necessary) to authorize its execution, delivery and performance of this Agreement; (d) No consent, approval or authorization of, or declaration or filing with, any governmental authority, and no consent of any other Person, is required in connection with any of the Note Parties’ execution, delivery and performance of this Agreement, except for those already duly obtained; (e) This Agreement has been duly executed and delivered by the Note Parties and constitutes the legal, valid and binding obligation of the Note Parties, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); (f) Each of the Note Parties’ execution, delivery or performance of this Agreement does not contravene, result in a breach of, or violate (i) any provision of any Note Party’s corporate charter, bylaws, operating agreement, or other governing documents, (ii) any applicable law or regulation, or any order or decree of any court or government instrumentality or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Note Party is a party or by which any Note Party or any of its property is bound; and (g) The Note Parties acknowledge that the Holders have made no assurances whatsoever concerning any possibility of any extension of the Forbearance Period, any other forbearance or similar arrangement or any other limitations on the exercise of their rights, remedies and privileges under or otherwise in connection with the Indenture and/or applicable law.

REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. In order to induce the Holders to enter into this Agreement, the The Note Parties hereby represent and warrant to the Holders thatas follows: (a) As All representations and warranties of each of the Note Parties in the Secured Debt Documents to which it is a party are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof. (b) After giving effect to this Agreement, no Triggering Event of Default has occurred and is continuing under the Indenture (it being understood that the Specified Default may occur); (b) The Note Parties have the power and authority to execute, deliver and perform this Agreement;continuing. (c) The Note Parties have taken all necessary action (including, without limitation, obtaining approval of its members, managers, directors or partners, as applicable, if necessary) to authorize its execution, delivery and performance of this Agreement; (d) No consent, approval or authorization of, or declaration or filing with, any governmental authority, and no consent of any other Person, is required in connection with any Each of the Note Parties’ executionParties has the power, delivery and performance of has been duly authorized by all requisite action, to execute and deliver this Agreement, except for those already duly obtained; (e) Agreement and the other documents and agreements executed and delivered in connection herewith to which it is a party. This Agreement has been duly executed and delivered by each of the Note Parties and constitutes the other documents and agreements executed and delivered in connection herewith to which any of the Note Parties is a party have been duly executed and delivered by each of them. (d) This Agreement is the legal, valid and binding obligation of each of the Note Parties and the other documents and agreements executed or delivered in connection herewith to which any of the Note Parties is a party are the legal, valid and binding obligations of the Note Parties, in each case enforceable against them each of the Note Parties in accordance with its their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws law affecting creditors’ rights generally generally. (e) The execution, delivery and by general principles performance of equity this Agreement and the other documents and agreements executed and delivered in connection therewith do not and will not (regardless i) violate any law, rule, regulation or court order to which any of whether such enforceability the Note Parties is considered subject; (ii) conflict with or result in a proceeding breach of the certificate of formation or incorporation, bylaws, limited liability company agreement or other organizational documents of any of the Note Parties or any other agreement or instrument to which it is party or by which the properties of any of the Note Parties is bound; or (iii) result in equity the creation or law);imposition of any Lien on any property of any of the Note Parties, whether now owned or hereafter acquired, other than Liens in favor of the Collateral Agent for the benefit of itself and the other Secured Parties. (f) Each No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the Note Parties’ execution, delivery or performance by each of the Note Parties, or the validity or enforceability, of this Agreement does not contravene, result or the other documents or agreements executed or delivered in a breach of, or violate (i) any provision of any Note Party’s corporate charter, bylaws, operating agreement, or other governing documents, (ii) any applicable law or regulation, or any order or decree of any court or government instrumentality or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument connection herewith to which any of the Note Party Parties is a party party, or by which any Note Party the consummation of the transactions contemplated hereby or thereby, or the continuing operations of any of its property is bound; andthe Note Parties following the consummation of such transactions. (g) The There is no pending or, to the knowledge of any of the Note Parties acknowledge that after due inquiry, threatened litigation, proceeding, inquiry or other action (i) seeking an injunction or other restraining order, damages or other relief with respect to the Holders have made no assurances whatsoever concerning any possibility transactions contemplated by this Agreement and the other documents and agreements executed or delivered in connection herewith or (ii) which affects or could affect the business, prospects, operations, assets, liabilities or condition (financial or otherwise) of any extension of the Forbearance PeriodNote Parties, any except, in the case of clause (ii), where such litigation, proceeding, inquiry or other forbearance or similar arrangement or any other limitations on the exercise of their rights, remedies and privileges under or otherwise in connection with the Indenture and/or applicable lawaction could not cause a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. In order to induce the Holders to enter into By its execution of this Agreement, the each Note Parties Party hereby represent represents and warrant warrants to the Holders that: (a) As of the date hereof, no Event of Default Each Note Party has occurred and is continuing under the Indenture (it being understood that the Specified Default may occur); (b) The Note Parties have the power and authority to execute, deliver and perform this Agreement; (c) The Note Parties have taken all necessary action (including, without limitation, obtaining approval of its members, managers, directors or partners, as applicable, if necessary) to authorize its execution, delivery and performance of this Agreement; (d) No consent, approval or authorization of, or declaration or filing with, any governmental authority, and no consent of any other Person, is required in connection with any of the Note Parties’ execution, delivery and performance of this Agreement, except for those already duly obtained; (e) This Agreement has been duly executed and delivered by the Note Parties this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the each Note Parties, Party enforceable against them it in accordance with its terms, except as such to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding sought in equity or at law); (fb) Each of Neither the Note Parties’ execution, delivery or performance by any Note Party of this Agreement does not contraveneAgreement, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of applicable law; (ii) will conflict with or result in a any breach of any of the terms, covenants, conditions or provisions of, or violate constitute a default under, or result in the creation or imposition of (ior the obligation to create or impose) any provision Lien upon any of the property or assets of any Note Party’s corporate charter, bylaws, operating agreement, or other governing documents, (ii) any applicable law or regulation, Party or any order or decree of any court or government instrumentality or (iii) its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, lease, credit agreement or loan agreement, or any other instrument material agreement, contract or instrument, in each case to which any Note Party is a party or by which any Note Party or any of its Subsidiaries is a party or by which it or any its property or assets is boundbound or to which it may be subject; or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent constitutional, organizational and/or formation documents), as applicable, of any Note Party; and (gc) The Note Parties acknowledge that the Holders have made no assurances whatsoever concerning any possibility of any extension As of the Forbearance Perioddate hereof, any other forbearance to the knowledge of the Note Parties, no Default or similar arrangement or any other limitations on Event of Default (excluding the exercise of their rights, remedies Interest Default) has occurred and privileges is continuing under or otherwise in connection with the Indenture and/or applicable lawIndenture.

REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. In order to induce the Holders to enter into this Agreement, the The Note Parties hereby represent and warrant to the Holders thatas follows: (a) As All representations and warranties of each of the Note Parties in the Indenture and the other Note Documents to which it is a party are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof. (b) After giving effect to this Agreement, no Event Default or Events of Default has occurred and is continuing under the Indenture (it being understood that other than the Specified Default may occurEvents of Default); (b) The Note Parties have the power and authority to execute, deliver and perform this Agreement;. (c) The Note Parties have taken all necessary action (including, without limitation, obtaining approval of its members, managers, directors or partners, as applicable, if necessary) to authorize its execution, delivery and performance of this Agreement; (d) No consent, approval or authorization of, or declaration or filing with, any governmental authority, and no consent of any other Person, is required in connection with any Each of the Note Parties’ executionParties has the power, delivery and performance of has been duly authorized by all requisite action, to execute and deliver this Agreement, except for those already duly obtained; (e) Agreement and the other documents and agreements executed and delivered in connection herewith to which it is a party. This Agreement has been duly executed and delivered by each of the Note Parties and constitutes the other documents and agreements executed and delivered in connection herewith to which any of the Note Parties is a party have been duly executed and delivered by each of them. (d) This Agreement is the legal, valid and binding obligation of each of the Note Parties and the other documents and agreements executed or delivered in connection herewith to which any of the Note Parties is a party are the legal, valid and binding obligations of the Note Parties, in each case enforceable against them each of the Note Parties in accordance with its their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws law affecting creditors’ rights generally generally. (e) The execution, delivery and by general principles performance of equity this Agreement and the other documents and agreements executed and delivered in connection therewith do not and will not (regardless i) violate any law, rule, regulation or court order to which any of whether such enforceability the Note Parties is considered subject; (ii) conflict with or result in a proceeding breach of the certificate of formation or incorporation, bylaws, limited liability company agreement or other organizational documents of any of the Note Parties or any other agreement or instrument to which it is party or by which the properties of any of the Note Parties is bound; or (iii) result in equity the creation or law);imposition of any Lien on any property of any of the Note Parties, whether now owned or hereafter acquired, other than Liens in favor of the Collateral Agent. (f) Each No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the Note Parties’ execution, delivery or performance by each of the Note Parties, or the validity or enforceability, of this Agreement does not contravene, result or the other documents or agreements executed or delivered in a breach of, or violate (i) any provision of any Note Party’s corporate charter, bylaws, operating agreement, or other governing documents, (ii) any applicable law or regulation, or any order or decree of any court or government instrumentality or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument connection herewith to which any of the Note Party Parties is a party party, or by which any Note Party the consummation of the transactions contemplated hereby or thereby, or the continuing operations of any of its property is bound; andthe Note Parties following the consummation of such transactions. (g) The There is no pending or, to the knowledge of any of the Note Parties acknowledge that after due inquiry, threatened litigation, proceeding, inquiry or other action (i) seeking an injunction or other restraining order, damages or other relief with respect to the Holders have made no assurances whatsoever concerning any possibility transactions contemplated by this Agreement and the other documents and agreements executed or delivered in connection herewith or (ii) which affects or could affect the business, prospects, operations, assets, liabilities or condition (financial or otherwise) of any extension of the Forbearance PeriodNote Parties, any except, in the case of clause (ii), where such litigation, proceeding, inquiry or other forbearance or similar arrangement or any other limitations on the exercise of their rights, remedies and privileges under or otherwise in connection with the Indenture and/or applicable lawaction could not cause a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. In order to induce the Holders to enter into By its execution of this Agreement, the each Note Parties Party hereby represent represents and warrant warrants to the Holders that: (a) As of the date hereof, no Event of Default Each Note Party has occurred and is continuing under the Indenture (it being understood that the Specified Default may occur); (b) The Note Parties have the power and authority to execute, deliver and perform this Agreement; (c) The Note Parties have taken all necessary action (including, without limitation, obtaining approval of its members, managers, directors or partners, as applicable, if necessary) to authorize its execution, delivery and performance of this Agreement; (d) No consent, approval or authorization of, or declaration or filing with, any governmental authority, and no consent of any other Person, is required in connection with any of the Note Parties’ execution, delivery and performance of this Agreement, except for those already duly obtained; (e) This Agreement has been duly executed and delivered by the Note Parties this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the each Note Parties, Party enforceable against them it in accordance with its terms, except as such to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding sought in equity or at law); (fb) Each of Neither the Note Parties’ execution, delivery or performance by any Note Party of this Agreement does not contraveneAgreement, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of applicable law; (ii) will conflict with or result in a any breach of any of the terms, covenants, conditions or provisions of, or violate constitute a default under, or result in the creation or imposition of (ior the obligation to create or impose) any provision Lien upon any of the property or assets of any Note Party’s corporate charter, bylaws, operating agreement, or other governing documents, (ii) any applicable law or regulation, Party or any order or decree of any court or government instrumentality or (iii) its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, lease, credit agreement or loan agreement, or any other instrument material agreement, contract or instrument, in each case to which any Note Party is a party or by which any Note Party or any of its Subsidiaries is a party or by which it or any its property or assets is boundbound or to which it may be subject; or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent constitutional, organizational and/or formation documents), as applicable, of any Note Party; and (gc) The Note Parties acknowledge that the Holders have made no assurances whatsoever concerning any possibility of any extension As of the Forbearance Perioddate hereof, any other forbearance to the knowledge of the Note Parties, no Default or similar arrangement or any other limitations on Event of Default (excluding the exercise Interest Default) has occurred and is continuing under the Indenture. 2 This paragraph under discussion and subject to the consent of their rights, remedies the ad hoc group of bondholders and privileges under or otherwise in connection with the Indenture and/or applicable lawsecured lenders.