Common use of Representations of the Loan Parties Clause in Contracts

Representations of the Loan Parties. Each Loan Party represents and warrants to the Agents and the Lenders that (a) the execution, delivery and performance by it of this Amendment are within such entity’s powers and have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivery of this Amendment and the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of incorporation, bylaws, articles or certificate of formation, operating agreement or partnership agreement, (c) the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party and (d) this Amendment and the Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of such entity, enforceable against it in accordance with their respective terms. Each Loan Party further represents and warrants to the Agents and the Lenders that (a) each of the representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in any other Loan Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date with the same effect as though made on and as of such Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case shall have been true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of such earlier date), (b) no Default or Event of Default has occurred and is continuing before or after giving effect to this Amendment, and (c) no Material Adverse Change has occurred since December 31, 2005.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the Agents and other parties hereto as of the Lenders that Effective Date that: (a) the execution, delivery and performance by it of this Amendment are within such entity’s powers and have Agreement has been duly authorized authorized, executed and delivered by all necessary corporate, limited liability company or limited partnership action, (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivery of this Amendment and the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of incorporation, bylaws, articles or certificate of formation, operating agreement or partnership agreement, (c) the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a each Loan Party and (d) this Amendment and the Credit Agreement, as amended by this Amendment, are constitutes a legal, valid and binding obligations obligation of such entity, Loan Party enforceable against it each such Loan Party in accordance with their respective its terms. Each Loan Party further represents , subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and warrants to the Agents (iii) implied covenants of good faith and the Lenders that fair dealing; (ab) each of the representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in any Borrower and each other Loan Document are Party contained in the Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date (both before and after giving effect to the borrowing of the 2016 Refinancing Term B Loans and the Incremental Term B Loans) with the same effect as though made on and as of such Effective Datethe 3 date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been be true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of such earlier date); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (bB) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens permitted by Article VIA of the Amended and Restated Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred and or is continuing before or after giving effect to shall result from this AmendmentAgreement in respect of the 2016 Refinancing Term B Loans, and (c) no Material Adverse Change has occurred since December 31the Incremental Term B Loans or, 2005in each case, from the application of the proceeds therefrom. SECTION 6.

Representations of the Loan Parties. Each Loan Party represents and warrants to the Agents and the Lenders that (a) the execution, delivery and performance by it of this Amendment are within such entity’s powers and have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivery of this Amendment and the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of incorporation, bylaws, articles or certificate of formation, operating agreement or partnership agreement, (c) the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party and (d) this Amendment and the Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of such entity, enforceable against it in accordance with their respective terms. Each Loan Party further represents and warrants to the Agents and the Lenders that (a) each of the representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in any other Loan Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date with the same effect as though made on and as of such Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case shall have been true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of such earlier date), (b) no Default or Event of Default has occurred and is continuing before and no Default or after giving effect to this AmendmentEvent of Default will result from the Credit Facilities Increase, and (c) no Material Adverse Change has occurred since December 31, 2005.

Representations of the Loan Parties. Each To induce Agent and the other Lender Parties to execute and deliver this Agreement, each Loan Party represents represents, on a several and warrants not joint basis, to the Agents and Lender Parties as of the Lenders that Effective Date that: (a) the execution, delivery and performance by it such Loan Party of this Amendment are within such entity’s powers and have Agreement has been duly authorized by all necessary corporate, limited liability company corporate or limited partnership other organizational action, and this Agreement is the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms; (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivery of this Amendment and neither the execution, delivery and performance by it of this Amendment do not and Agreement nor the consummation of the transactions contemplated hereby by such Loan Party will not contravene or the terms of such Loan Party’s Organization Documents; conflict with or result in any provision breach or contravention of, or require any payment to be made under, any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of (i) such Loan Party or any lawof its Subsidiaries except for conflicts, (ii) breaches or contraventions that could not reasonably be expected to result in a Material Adverse Effect; violate any judgmentLaw or any order, injunction, writ or decree of any Governmental Authority or order any arbitral award to which such Loan Party or (iii) its articles property is subject; or result in the creation or imposition of incorporation, bylaws, articles or certificate any Lien on any property of formation, operating agreement or partnership agreement, such Loan Party; (c) Other than the executionMissed Interest Payment and the Anticipated Event of Default, delivery and performance by it no Default, Event of this Amendment do not and will not contravene Default or conflict with Temporary Limited Waiver Default has occurred or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party and is continuing; (d) after giving effect to this Amendment Agreement, the representations and warranties contained in the Credit Agreement (other than the representation and warranty contained in Section 5.07 of the Credit Agreement, solely as amended by this Amendment, are legal, valid and binding obligations of such entity, enforceable against it in accordance with their respective terms. Each Loan Party further represents and warrants relates to the Agents Missed Interest Payment or the Anticipated Event of Default) and the Lenders that (a) each of the representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in any other Loan Document Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date with the same effect as though made on as and as of such Effective Date, except to the extent that any such representations and warranties representation or warranty expressly relate relates solely to an earlier date (date, in which case shall have been such representation or warranty is true and correct in all material respects as of such earlier date, provided that if any such representation or warranty referenced in this clause (except that those that are d) is qualified as by or subject to a “materialitymaterial adverse effect” or “Material Adverse Effect” are similar term or qualification, such representation or warranty shall be true and correct in all respects; (e) on the execution, delivery and as performance of this Agreement are within the limited liability company, limited partnership, or corporate power and authority of such earlier date)Loan Party and have been duly authorized by appropriate limited liability company, limited partnership or corporate action and proceedings; (bf) there are no Default governmental or Event other third party authorizations, approvals, actions, notices or filings required in connection with the execution, delivery, performance, validity or enforceability of Default has occurred and is continuing before or after giving effect to this AmendmentAgreement, and (c) no Material Adverse Change has occurred since December 31except for the authorizations, 2005.approvals, actions,

Representations of the Loan Parties. Each Loan Party represents and warrants to the Agents and the Lenders that (a) the execution, delivery and performance by it of this Amendment are within such entity’s powers and have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivery of this Amendment and the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of incorporation, bylaws, articles or certificate of formation, operating agreement or partnership agreement, (c) the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party and (d) this Amendment and the Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of such entity, enforceable against it in accordance with their respective terms. Each Loan Party further represents and warrants to the Agents and the Lenders that (a) each of the representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in any other Loan Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date with the same effect as though made on and as of such Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case shall have been true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of such earlier date), (b) no Default or Event of Default has occurred and is continuing before or after giving effect to this Amendment, and (c) no Material Adverse Change has occurred since December 31, 2005, there has been no change that could reasonably be expected to result in a Material Adverse Effect.

Representations of the Loan Parties. Each To induce Agent and the other Lender Parties to execute and deliver this Agreement, each Loan Party represents represents, on a several and warrants not joint basis, to the Agents and Lender Parties as of the Lenders that Effective Date that: (a) the execution, delivery and performance by it such Loan Party of this Amendment are within such entity’s powers and have Agreement has been duly authorized by all necessary corporate, limited liability company corporate or limited partnership other organizational action, and this Agreement is the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms; (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivery of this Amendment and neither the execution, delivery and performance by it of this Amendment do not and Agreement nor the consummation of the transactions contemplated hereby by such Loan Party will not contravene or the terms of such Loan Party’s Organization Documents; conflict with or result in any provision breach or contravention of, or require any payment to be made under, any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of (i) such Loan Party or any lawof its Subsidiaries except for conflicts, (ii) breaches or contraventions that could not reasonably be expected to result in a Material Adverse Effect; violate any judgmentLaw or any order, injunction, writ or decree of any Governmental Authority or order any arbitral award to which such Loan Party or (iii) its articles property is subject; or result in the creation or imposition of incorporation, bylaws, articles or certificate any Lien on any property of formation, operating agreement or partnership agreement, such Loan Party; (c) other than the executionMissed Interest Payment and any Specified Event of Default, delivery and performance by it no Default or Event of this Amendment do not and will not contravene Default or conflict with Temporary Limited Waiver Default has occurred or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party and is continuing; (d) after giving effect to this Amendment Agreement, the representations and warranties contained in the Credit Agreement (other than the representation and warranty contained in Section 5.07 of the Credit Agreement, solely as amended by this Amendment, are legal, valid and binding obligations of such entity, enforceable against it in accordance with their respective terms. Each Loan Party further represents and warrants relates to the Agents Missed Interest Payment or any Specified Event of Default) and the Lenders that (a) each of the representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in any other Loan Document Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date with the same effect as though made on as and as of such Effective Date, except to the extent that any such representations and warranties representation or warranty expressly relate relates solely to an earlier date (date, in which case shall have been such representation or warranty is true and correct in all material respects as of such earlier date, provided that if any such representation or warranty referenced in this clause (except that those that are d) is qualified as by or subject to a “materialitymaterial adverse effect” or “Material Adverse Effect” are similar term or qualification, such representation or warranty shall be true and correct in all respects; (e) on the execution, delivery and as performance of this Agreement are within the limited liability company, limited partnership, or corporate power and authority of such earlier date)Loan Party and have been duly authorized by appropriate limited liability company, limited partnership or corporate action and proceedings; (bf) there are no Default governmental or Event other third party authorizations, approvals, actions, notices or filings required in connection with the execution, delivery, performance, validity or enforceability of Default has occurred this Agreement, except for the authorizations, approvals, actions, notices and is continuing before filings which have been duly obtained, taken, given or after giving effect made and are in full force and effect, are required by the Loan Documents, or in the case of any authorization, approval, action, notice or filing from or with a Person other than a Governmental Authority, the failure to this Amendment, and (c) no Material Adverse Change has occurred since December 31, 2005.have

Representations of the Loan Parties. Each Loan Party represents and warrants to the Agents and the Lenders that (a) the execution, delivery and performance by it of this Amendment are within such entity’s powers and have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivery of this Amendment Amendment, and the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of incorporation, bylaws, articles or certificate of formation, operating agreement or partnership agreement, (c) the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party Party, (d) the Released Guarantors do not constitute all or substantially all of the Subsidiary Guarantors party to the Credit Agreement as of the date of the Credit Agreement or as of the date hereof before giving effect to this Amendment and (de) this Amendment and the Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of such entity, enforceable against it in accordance with their respective terms. Each Loan Party further represents and warrants to the Agents and the Lenders that (a) each of the representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in any other Loan Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date with the same effect as though made on and as of such Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case shall have been true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of such earlier date), (b) no Default or Event of Default has occurred and is continuing before or after giving effect to this Amendment, and (c) no Material Adverse Change has occurred since December 31, 2005.