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

Representations, Warranties and Covenants of the Borrowers. To induce the Forbearing Lenders to execute and deliver this Agreement, each of the Borrowers represents, warrants and covenants that: (a) The execution, delivery and performance by such Borrower of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by such Borrower, this Agreement has been duly executed and delivered by such Borrower, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Borrower enforceable against it in accordance with their terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of such Borrower’s organizational documents or (ii) any applicable laws; and (c) As of the date hereof, except for the Cross-Default related to the Reporting Default, no Default or Event of Default has occurred or is continuing under the Credit Agreement.

Representations, Warranties and Covenants of the Borrowers. To induce the Forbearing Lenders to execute Each Borrower hereby represents and deliver this Agreement, each warrants that as of the Borrowers represents, warrants date of this Amendment and covenants that: after giving effect hereto (a) The executionno event has occurred and is continuing which, after giving effect to this Amendment, constitutes a Default or an Event of Default, (b) the representations and warranties of such Borrower contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (c) the execution and delivery by such Borrower of this Amendment and the performance by such Borrower of the Loan Agreement, as amended by this Agreement Amendment, are within such Borrower’s corporate powers and all documents and instruments delivered in connection herewith have been duly authorized by such Borrowerall necessary action, (d) this Agreement has been duly executed Amendment and delivered the Loan Agreement, as amended by such Borrowerthis Amendment, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid valid, and binding obligations of such Borrower enforceable against it such Borrower in accordance with their terms, except as the enforcement thereof may be subject to and (ie) the effect execution and delivery by such Borrower of this Amendment and the performance by such Borrower of the Loan Agreement, as amended by this Amendment, do not require the consent of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally Person (other than that which has been obtained) and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) Neither do not contravene the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision terms of such Borrower’s organizational documents Organic Documents, any Restrictive Agreement or (ii) any applicable laws; and (c) As other indenture, agreement, or undertaking to which such Borrower is a party or by which such Borrower or any of the date hereof, except for the Cross-Default related to the Reporting Default, no Default or Event of Default has occurred or its property is continuing under the Credit Agreementbound.

Representations, Warranties and Covenants of the Borrowers. To induce the Forbearing Lenders to execute and deliver this Agreement, each Each of the Borrowers represents, represents and warrants to Lender and covenants agrees that: (a) The the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Loan Documents are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date and (ii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Loan Document), or as otherwise specifically permitted by the Lender; (b) on the Second Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing; (c) the execution, delivery and performance by such Borrower of this Agreement and all documents and instruments delivered in connection herewith Amendment have been duly authorized by such Borrowerall necessary action on the part of, this Agreement has been and duly executed and delivered by such Borrowereach of the Borrowers, and this Agreement and all documents and instruments delivered in connection herewith are Amendment is a legal, valid and binding obligations obligation of such Borrower each of the Borrowers enforceable against it any Borrower in accordance with their its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar law laws affecting creditors’ ' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);; and (bd) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby Amendment do not conflict with or thereby does or shall contravene, result in a breach of, or violate (i) by any provision of such Borrower’s organizational documents or (ii) any applicable laws; and (c) As of the date hereofBorrowers of any term of any material contract, except for the Cross-Default related loan agreement, indenture or other agreement or instrument to the Reporting Default, no Default or Event of Default has occurred which such Borrower is a party or is continuing under the Credit Agreementsubject.

Representations, Warranties and Covenants of the Borrowers. To induce the Forbearing Lenders to execute and deliver this Agreement, each Each of the Borrowers represents, represents and warrants to Lender and covenants agrees that: (a) The the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Loan Documents are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date and (ii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Loan Document), or as otherwise specifically permitted by the Lender; (b) on the First Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing; (c) the execution, delivery and performance by such Borrower of this Agreement and all documents and instruments delivered in connection herewith Amendment have been duly authorized by such Borrowerall necessary action on the part of, this Agreement has been and duly executed and delivered by such Borrowereach of the Borrowers, and this Agreement and all documents and instruments delivered in connection herewith are Amendment is a legal, valid and binding obligations obligation of such Borrower each of the Borrowers enforceable against it any Borrower in accordance with their its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar law laws affecting creditors’ ' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);; and (bd) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby Amendment do not conflict with or thereby does or shall contravene, result in a breach of, or violate (i) by any provision of such Borrower’s organizational documents or (ii) any applicable laws; and (c) As of the date hereofBorrowers of any term of any material contract, except for the Cross-Default related loan agreement, indenture or other agreement or instrument to the Reporting Default, no Default or Event of Default has occurred which such Borrower is a party or is continuing under the Credit Agreementsubject.

Representations, Warranties and Covenants of the Borrowers. To induce the Forbearing Lenders to execute The Borrowers hereby represent and deliver this Agreement, each warrant that as of the Borrowers represents, warrants date of this Amendment and covenants that: after giving effect hereto (a) The executionno event has occurred and is continuing which, after giving effect to this Amendment, constitutes a Default or an Event of Default, (b) the representations and warranties of the Obligors contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on CH\1005392.6 and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (c) the execution and delivery by the Borrowers of this Amendment and the performance by such Borrower the Obligors of the Loan Agreement, as amended by this Agreement Amendment, are within their respective corporate powers and all documents and instruments delivered in connection herewith have been duly authorized by such Borrowerall necessary action, (d) this Agreement has been duly executed Amendment and delivered the Loan Agreement, as amended by such Borrowerthis Amendment, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid valid, and binding obligations of such Borrower the Obligors enforceable against it the Obligors in accordance with their terms, except as the enforcement thereof may be subject to and (ie) the effect execution and delivery by the Borrowers of this Amendment and the performance by the Obligors of the Loan Agreement, as amended by this Amendment, do not require the consent of any applicable bankruptcyPerson (other than that which has been obtained) and do not contravene the terms of any Obligor’s Organic Documents, insolvencyany Restrictive Agreement or any other indenture, reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach ofagreement, or violate (i) undertaking to which any provision Obligor is a party or by which any Obligor or any of such Borrower’s organizational documents or (ii) any applicable laws; and (c) As of the date hereof, except for the Cross-Default related to the Reporting Default, no Default or Event of Default has occurred or its property is continuing under the Credit Agreementbound.