Common use of Representations of the Loan Parties Clause in Contracts

Representations of the Loan Parties. Each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Lenders as follows: (a) Each of the Loan Parties has the full power and authority to enter, execute and deliver this Agreement and perform its obligations hereunder, under the Credit Agreement, as amended hereby, and under each of the Loan Documents. The execution, delivery and performance by each of the Loan Parties of this Agreement, and the performance by each of the Loan Parties of the Credit Agreement, as amended hereby, and each other Loan Document to which it is a party, in each case, are within such Person’s powers and have been authorized by all necessary corporate, limited liability or partnership action of such Person. (b) This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with its execution, delivery or performance of this Agreement and the transactions contemplated hereby. (d) The execution and delivery of this Agreement does not (i) violate, contravene or conflict with any provision of its organization documents or (ii) materially violate, contravene or conflict with any laws applicable to it or any of its Subsidiaries. (e) The representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date). (f) As of the date hereof after giving effect to this Agreement, no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.

Representations of the Loan Parties. Each of the Loan Parties hereby represents and warrants to the Administrative Agent Agent, the Issuing Bank and the Lenders as follows: (a) Each of It has taken all necessary action to authorize the Loan Parties has the full power and authority to enter, execute and deliver this Agreement and perform its obligations hereunder, under the Credit Agreement, as amended hereby, and under each of the Loan Documents. The execution, delivery and performance by each of the Loan Parties of this Agreement, Amendment and the performance any other documents delivered by each of the Loan Parties of the Credit Agreement, as amended hereby, and each other Loan Document to which it is a party, in each case, are within such Person’s powers and have been authorized by all necessary corporate, limited liability or partnership action of such Personconnection herewith. (b) This Agreement Amendment and each other document delivered by it in connection herewith has been duly executed and delivered by it such Person and constitutes its such Person’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority governmental authority or third party is required in connection with its the execution, delivery or performance by such Person of this Agreement and the transactions contemplated herebyAmendment. (d) The execution and delivery of this Agreement Amendment or any other document delivered by it in connection herewith does not (i) violate, contravene or conflict with any provision of its organization organizational documents or (ii) materially violate, contravene or conflict with any laws Laws applicable to it or any of its Subsidiaries. (e) The After giving effect to this Amendment, (i) the representations and warranties of the Loan Parties set forth in Article V Section 6 of the Credit Agreement are true true, accurate and correct complete in all material respects on and as of the date hereof (to the same extent as though made on and as of such date except for those which expressly to the extent such representations and warranties specifically relate to an earlier date). date and (fii) As of the date hereof after giving effect to this Agreement, no event has occurred and is continuing which constitutes a Default or an Event of Default exists under the Credit Agreement or any of the other Loan DocumentsDefault.

Representations of the Loan Parties. Each of the Loan Parties hereby Party represents and warrants to the Administrative Agent Agents and the Lenders as follows: that (a) Each of the Loan Parties has the full power and authority to enter, execute and deliver this Agreement and perform its obligations hereunder, under the Credit Agreement, as amended hereby, and under each of the Loan Documents. The execution, delivery and performance by each of the Loan Parties it of this Agreement, and the performance by each of the Loan Parties of the Credit Agreement, as amended hereby, and each other Loan Document to which it is a party, in each case, Amendment are within such Personentity’s powers and have been duly authorized by all necessary corporate, limited liability company or limited partnership action of such Person. action, (b) This Agreement it has been duly executed received all necessary governmental, regulatory or other approvals for the execution and delivered delivery of this Amendment and the execution, delivery and performance by it of this Amendment do not and constitutes 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 obligationobligations of such entity, enforceable against it in accordance with its their respective terms, except as such enforceability may be subject . Each Loan Party further represents and warrants to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with its execution, delivery or performance of this Agreement the Agents and the transactions contemplated hereby. Lenders that (da) The execution and delivery each of this Agreement does not (i) violate, contravene or conflict with any provision of its organization documents or (ii) materially violate, contravene or conflict with any laws applicable to it or any of its Subsidiaries. (e) The the representations and warranties set forth in Article V 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 date hereof (Effective Date with the same effect as though made on and as of such Effective Date, except for those which 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). , (fb) As of the date hereof after giving effect to this Agreement, no Default or Event of Default exists under the Credit Agreement has occurred and is continuing before or any of the other Loan Documentsafter giving effect to this Amendment, and (c) no Material Adverse Change has occurred since December 31, 2005.

Representations of the Loan Parties. Each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Lenders as follows: (a) Each of It has taken all necessary action to authorize the Loan Parties has the full power and authority to enter, execute and deliver this Agreement and perform its obligations hereunder, under the Credit Agreement, as amended hereby, and under each of the Loan Documents. The execution, delivery and performance by each of the Loan Parties of this Agreement, Amendment and the performance any other documents delivered by each of the Loan Parties of the Credit Agreement, as amended hereby, and each other Loan Document to which it is a party, in each case, are within such Person’s powers and have been authorized by all necessary corporate, limited liability or partnership action of such Personconnection herewith. (b) This Agreement Amendment and each other document delivered by it in connection herewith has been duly executed and delivered by it such Person and constitutes its such Person’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority governmental authority or third party is required in connection with its the execution, delivery or performance by such Person of this Agreement and the transactions contemplated herebyAmendment. (d) The execution and delivery of this Agreement Amendment or any other document delivered by it in connection herewith does not (i) violate, contravene or conflict with any provision of its organization documents Organization Documents or (ii) materially violate, contravene or conflict with any laws Laws applicable to it or any of its Subsidiaries. (e) The After giving effect to this Amendment, (i) the representations and warranties of the Loan Parties set forth in Article V VI of the Credit Agreement are true true, accurate and correct complete in all material respects on and as of the date hereof (to the same extent as though made on and as of such date except for those which expressly to the extent such representations and warranties specifically relate to an earlier date). date and (fii) As of the date hereof after giving effect to this Agreement, no event has occurred and is continuing which constitutes a Default or an Event of Default exists under (other than the Credit Agreement or any Acknowledged Events of the other Loan DocumentsDefault).

Representations of the Loan Parties. Each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Lenders as follows: (a) Each No Default or Event of Default exists under the Loan Documents on and as of the Loan Parties has the full power and authority to enter, execute and deliver date hereof nor will result from this Agreement and perform its obligations the increase in the Revolving Commitments hereunder, under . (b) It has taken all necessary entity action to authorize the Credit Agreement, as amended hereby, and under each of the Loan Documents. The execution, delivery and performance by each of the Loan Parties of this Agreement, Agreement and the performance any other documents delivered by each of the Loan Parties of the Credit Agreement, as amended hereby, it in connection herewith. (c) This Agreement and each other Loan Document to which document delivered by it is a party, in each case, are within such Person’s powers and have been authorized by all necessary corporate, limited liability or partnership action of such Person. (b) This Agreement connection herewith has been duly executed and delivered by it such Person and constitutes its such Person’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (cd) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority governmental authority or third party is required in connection with its the execution, delivery or performance by such Person of this Agreement and other than the transactions contemplated herebyRequired Lenders. (de) The execution and delivery of this Agreement or any other document delivered by it in connection herewith does not (i) violate, contravene or conflict with any provision of its organization organizational documents or (ii) materially violate, contravene or conflict with any laws material Requirement of Law applicable to it or any of its Subsidiaries. (e) The representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date). (f) As of the date hereof after After giving effect to this Agreement, no Default or Event the representations and warranties of Default exists under the Loan Parties contained in the Loan Documents are true, accurate and complete in all material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date. (g) After giving effect to this Agreement and the increase in the Revolving Commitments on the date hereof, the Borrower is in pro forma compliance with the financial covenants set forth in Article VI of the Credit Agreement or any of the other Loan DocumentsAgreement.

Representations of the Loan Parties. Each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Lenders as follows: (a) Each of It has taken all necessary action to authorize the Loan Parties has the full power and authority to enter, execute and deliver this Agreement and perform its obligations hereunder, under the Credit Agreement, as amended hereby, and under each of the Loan Documents. The execution, delivery and performance by each of the Loan Parties of this Agreement, Amendment and the performance any other documents delivered by each of the Loan Parties of the Credit Agreement, as amended hereby, and each other Loan Document to which it is a party, in each case, are within such Person’s powers and have been authorized by all necessary corporate, limited liability or partnership action of such Personconnection herewith. (b) This Agreement Amendment and each other document delivered by it in connection herewith has been duly executed and delivered by it such Person and constitutes its such Person’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority governmental authority or third party is required in connection with its the execution, delivery or performance by such Person of this Agreement and the transactions contemplated herebyAmendment. (d) The execution and delivery of this Agreement Amendment or any other document delivered by it in connection herewith does not (i) violate, contravene or conflict with any provision of its organization documents Organization Documents or (ii) materially violate, contravene or conflict with any laws Laws applicable to it or any of its Subsidiaries. (e) The After giving effect to this Amendment, (i) the representations and warranties of the Loan Parties set forth in Article V VI of the Credit Agreement are true true, accurate and correct complete in all material respects on and as of the date hereof (to the same extent as though made on and as of such date except for those which expressly to the extent such representations and warranties specifically relate to an earlier date). date and (fii) As of the date hereof after giving effect to this Agreement, no event has occurred and is continuing which constitutes a Default or an Event of Default exists under (other than the Credit Agreement or any Existing Events of the other Loan DocumentsDefault).