Common use of Guarantor’s Representations and Warranties Clause in Contracts

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) it has no defenses to the enforcement of the Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in Article IV of the Credit Agreement and the representations and warranties contained in the Guaranty Security Instruments, the Guaranties, and the representations and warranties contained in each of the other Loan Documents are true and correct in all material respects on and as of the Effective Date Date, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership corporate power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership corporate action and proceedings; (d) this Agreement constitutes the a legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) it has no defenses to the enforcement of the its Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s 's obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in Article IV of the Credit Agreement and the representations and warranties contained in the Guaranty Security Instruments, the Guaranties, and the representations and warranties contained in each of the other Loan Documents are true and correct in all material respects on and as of the Effective Date Date, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership corporate power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership corporate action and proceedings; (d) this Agreement constitutes the a legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) it has no defenses to the enforcement of the its Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Guaranty Security Instruments, the Guaranties, and the representations and warranties contained in each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date Date, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the Other Documents to which such Guarantor is a party are within the corporate, limited liability company, or partnership corporate power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership corporate action and proceedings; (d) this Agreement constitutes and the Other Documents to which such Guarantor is a party constitute legal, valid, and binding obligation obligations of such Guarantor enforceable in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementAgreement or any of the Other Documents; (f) it has no defenses to the enforcement of the its Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the its representations and warranties contained in the Guaranty Security Instruments, the Guaranties, and the representations and warranties contained in each of the other Loan Documents to which it is party are true and correct in all material respects on and as of the Effective Date Date, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership corporate power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership corporate action and proceedings; (d) this Agreement constitutes the a legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementAgreement that have not been obtained; (f) it has no defenses to the enforcement of the its Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Guaranty Security Instruments, the Guaranties, and the representations and warranties contained in each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date Date, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties remain true and correct in all material respects as of such earlier certain date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate, limited liability company, or partnership corporate power and authority of such Guarantor each of the Guarantors and have been duly authorized by appropriate corporate, limited liability company, or partnership corporate action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of such Guarantor each of the Guarantors enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and or approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementAmendment; (f) it has no defenses to the enforcement of the its Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such each Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Guaranty Security Instruments, the Guaranties, and the representations and warranties contained in each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date Date, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership corporate power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership corporate action and proceedings; (d) this Agreement constitutes the a legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) it has no defenses to the enforcement of the its Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Guaranty Security Instruments, the Guaranties, and the representations and warranties contained in each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date Date, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties remain true and correct in all material respects as of such earlier certain date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the Other Documents to which such Guarantor is a party are within the corporate, limited liability company, or partnership corporate power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership corporate action and proceedings; (d) this Agreement constitutes and the Other Documents to which such Guarantor is a party constitute legal, valid, and binding obligation obligations of such Guarantor enforceable in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementAgreement or any of the Other Documents; (f) it has no defenses to the enforcement of the its Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier datedate (except that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); (b) after giving effect to this Agreement, no Default has occurred and is continuingcontinuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) it has no defenses to the enforcement of the Guaranty, other than those which have been obtained or made; and (gf) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this AgreementAmendment, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this AgreementAmendment, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementAmendment; (f) it has no defenses to the enforcement of the Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Guaranty Security Instruments, the Guaranties, and the representations and warranties contained in each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date Date, as if though made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in except those representations and warranties that speak of a certain date, which case such representation or warranty is representations and warranties were true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the Other Documents to which such Guarantor is a party are within the corporate, limited liability company, or partnership corporate power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership corporate action and proceedings; (d) this Agreement constitutes and the Other Documents to which such Guarantor is a party constitute legal, valid, and binding obligation obligations of such Guarantor enforceable in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementAgreement or any of the Other Documents; (f) it has no defenses to the enforcement of the its Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this AgreementAgreement against such Guarantor; (f) to its knowledge, it has no defenses to the enforcement of its Guaranty (other than the Guarantyindefeasible payment in full of the Obligations); and (g) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Loan Documents Documents, as amended hereby, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement First Amendment are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement First Amendment constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this AgreementFirst Amendment; (f) it has no defenses to the enforcement of the Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuingcontinuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) it has no defenses to the enforcement of the GuarantyAmendment; and (gf) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s Borrowers’ obligations under the Loan Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to the terms of this Agreement, the representations and warranties contained in the Guaranty their respective Guaranties and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership corporate power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership corporate action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) it has no defenses to the enforcement of the Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants to the Administrative Agent and each Lender that: (a) after giving effect to this Agreement, the its representations and warranties contained in the Guaranty Agreement to which such Guarantor is a party and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuingcontinuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) it has no defenses to the enforcement of the Guaranty; and (g) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Amendment by such Guarantor or the validity and enforceability of this AgreementAmendment against such Guarantor; (f) it has no defenses to the enforcement of its Guaranty (other than the Guarantyindefeasible payment in full of the Obligations); and (g) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement Xxxxx Energy Partners - Operating, L.P. Credit Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this AgreementAgreement against such Guarantor; (f) to its knowledge, it has no defenses to the enforcement of the GuarantyGuaranty (other than the indefeasible payment in full of the Obligations); and (g) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Amendment No. 3 Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement Amendment are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement Amendment constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Amendment by such Guarantor or the validity and enforceability of this AgreementAmendment against such Guarantor; (f) to its knowledge, it has no defenses to the enforcement of its Guaranty (other than the Guarantyindefeasible payment in full of the Obligations); and (g) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s 's obligations under the Loan Credit Documents.. Amendment No. 3 Xxxxx Energy Partners - Operating, L.P. Credit Agreement

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) it has no defenses to the enforcement of the Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s 's and the Borrower’s 's obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this AgreementAgreement against such Guarantor; (f) it has no defenses to the enforcement of its Guaranty (other than the Guarantyindefeasible payment in full of the Obligations); and (g) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties Amendment No. 4 Xxxxx Energy Partners - Operating, L.P. Credit Agreement specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this AgreementAgreement against such Guarantor; (f) to its knowledge, it has no defenses to the enforcement of the GuarantyGuaranty (other than the indefeasible payment in full of the Obligations); and (g) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this AgreementAgreement and the amendments to the Credit Agreement contained herein, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this AgreementAgreement and the amendments to the Credit Agreement contained herein, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this AgreementAgreement against such Guarantor; (f) it has no defenses to the enforcement of the its Guaranty; and (g) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Loan Documents Documents, as amended hereby, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) it has no defenses to the enforcement of the Guaranty; and (g) the Liens under the Security Instruments are valid and subsisting and secure such Guarantor’s and the Borrower’s obligations under the Loan Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date date, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty is they shall be true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and which is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, corporate or partnership other organizational power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required to be obtained by such Guarantor in connection with the execution, delivery, performance, delivery or performance of this Agreement by such Guarantor or the validity and enforceability of this AgreementAgreement against such Guarantor; (f) to its knowledge, it has no defenses to the enforcement of its Guaranty (other than the Guarantyindefeasible payment in full of the Obligations); and (g) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s 's obligations under the Loan Credit Documents.

Guarantor’s Representations and Warranties. Each Guarantor represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Guaranty and the representations and warranties contained in the other Loan Credit Documents to which such Guarantor is a party are true and correct in all material respects on and as of the Effective Date date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuingcontinuing under any Credit Document to which such Guarantor is a party; (c) the execution, delivery and performance of this Agreement are within the corporate, limited liability company, or partnership power and authority of such Guarantor and have been duly authorized by appropriate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of such Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; and (f) it has no defenses to the enforcement of the Guaranty; and (g) the Liens under the Security Instruments Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s and the Borrower’s Borrowers’ obligations under the Loan Credit Documents.