Common use of REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY. Each Loan Party hereby represents and warrants that: (a) both before and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; (b) such Loan Party has the power, and has been duly authorized by all requisite action, to execute and deliver this Agreement and the other documents and agreements executed and delivered in connection herewith to which it is a party; (c) this Agreement has been duly executed by such Loan Party and the other documents and agreements executed and delivered in connection herewith to which any Loan Party is a party have been duly executed and delivered by such Loan Party, as applicable; (d) this Agreement is the legal, valid and binding obligation of such Loan Party and the other documents and agreements executed or delivered in connection herewith to which such Loan Party is a party are the legal, valid and binding obligations of such Loan Party, in each case, enforceable against such Loan Party in accordance with its respective terms, except as such enforceability may be limited by any applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies; (e) the execution, delivery and performance of this Agreement and the other documents and agreements executed and delivered in connection therewith do not and will not (i) violate any law, rule, regulation or court order to which such Loan Party is subject or (ii) conflict with or result in a breach of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents) of such Loan Party or any other agreement or instrument to which it is party or by which the properties of such Loan Party is bound; (f) to the Borrower’s knowledge, after conducting a commercially reasonable inquiry regarding the accuracy of Schedule 3, Schedule 3 contains a complete list of all possessory Collateral delivered to the Existing Collateral Agent; and (g) all security interests created in favor of the Existing Collateral Agent for the benefit of the secured parties under the Loan Documents are valid security interests in the Collateral, as security for the Obligations.

REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY. Each Loan Party hereby represents and warrants that: (a) both before and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; (b) such Loan Party has the power, and has been duly authorized by all requisite action, to execute and deliver this Agreement and the other documents and agreements executed and delivered in connection herewith to which it is a party; (c) this Agreement has been duly executed by such Loan Party and the other documents and agreements executed and delivered in connection herewith to which any Loan Party is a party have been duly executed and delivered by such Loan Party, as applicable; (d) this Agreement is the legal, valid and binding obligation of such Loan Party and the other documents and agreements executed or delivered in connection herewith to which such Loan Party is a party are the legal, valid and binding obligations of such Loan Party, in each case, case enforceable against such Loan Party in accordance with its their respective terms, except as such enforceability may be limited by any applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and subject to general equitable principles which may limit the right to obtain equitable remedies; (e) the execution, delivery and performance of this Agreement and the other documents and agreements executed and delivered in connection therewith do not and will not (i) violate any law, rule, regulation or court order to which such Loan Party is subject or (ii) conflict with or result in a breach of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents) of such Loan Party or any other agreement or instrument to which it is party or by which the properties of such Loan Party is bound; (f) to the Borrower’s knowledge, after conducting a commercially reasonable inquiry regarding the accuracy of Schedule 32, Schedule 3 2 contains a complete list of all possessory Collateral delivered to the Existing Collateral Administrative Agent; and (g) all security interests created in favor of the Existing Collateral Administrative Agent for the benefit of the secured parties under the Loan Documents are valid security interests in the Collateral, as security for the Obligations.