Common use of Representations and Warranties of All Parties Clause in Contracts

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, Agent and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon if requested to do so by the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, Agent and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, will furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, Agent and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, will furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, Agent and each Syndication Party represents and warrants that: that (a) the execution and delivery of, making and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; , (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; , (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and execution, delivery of, and performance of its obligations underduties under this Agreement, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, will furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s 's written request following such Syndication Party’s default under any of its obligations hereunderrequest, furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, Agent and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Term Loan Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Term Loan Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Term Loan Agreement; and (d) this Credit Term Loan Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Term Loan Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon if requested to do so by the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, Agent and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws bylaws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s 's written request following such Syndication Party’s default under any of its obligations hereunderrequest, furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, Agent and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunderrequest, furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, will furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, Each of the Bid Agent, and each Syndication Party parties represents and warrants to the other party that: (a) the execution such party has all requisite corporate or limited liability company power and delivery of, authority to execute and performance of deliver this Agreement and to perform its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by ithereunder; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly and validly authorized, executed and delivered by it, and, to its knowledge, constitutes the legal, valid, it and is a valid and binding obligation of such Personparty, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party. The Company represents and warrants that (i) the Special Committee, pursuant to authority validly and properly delegated to the Special Committee by the Board at a meeting duly and properly noticed (or pursuant to an action of the Board by unanimous written consent) (such resolutions or written consent, the “Authorizing Resolutions”), has all necessary power and authority to execute and deliver this Agreement and cause the Company to perform its obligations hereunder (including to appoint Jxxxxxx Xxxxxx to the Board and to cause the selection, nomination and appointment of the New Directors); (ii) a true, correct and complete copy of the Authorizing Resolutions has been provided to GVIC; (iii) the Authorizing Resolutions have not been withdrawn, modified, amended, rescinded or challenged in any way; (iv) no approval of the Board is required for the Company to execute and deliver this Agreement or for the Company to perform its obligations hereunder; and (v) none of the Company or the Special Committee or any of its members is aware of any reason why this Agreement would not be valid and enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunderrequest, furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, Agent and each Syndication Party represents and warrants that: that (a) the execution and delivery of, making and performance of its obligations under, this Term Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; , (b) this Term Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; , (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and execution, delivery of, and performance of its obligations under, duties under this Term Credit Agreement; , and (d) this Term Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Term Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, will furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, Each of the Bid Agent, and each Syndication Party parties represents and warrants to the other party that: (a) the execution such party has all requisite corporate or limited liability company power and delivery of, authority to execute and performance of deliver this Agreement and to perform its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by ithereunder; (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly and validly authorized, executed and delivered by it, and, to its knowledge, constitutes the legal, valid, it and is a valid and binding obligation of such Personparty, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation of or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party. The Company represents and warrants that (i) the Special Committee, pursuant to authority validly and properly delegated to the Special Committee by the Board at a meeting duly and properly noticed (or pursuant to an action of the Board by unanimous written consent) (such resolutions or written consent, the “Authorizing Resolutions”), has all necessary power and authority to execute and deliver this Agreement and cause the Company to perform its obligations hereunder (including to appoint Xxxxxxx Xxxxxx to the Board and to cause the selection, nomination and appointment of the New Directors); (ii) a true, correct and complete copy of the Authorizing Resolutions has been provided to GVIC; (iii) the Authorizing Resolutions have not been withdrawn, modified, amended, rescinded or challenged in any way; (iv) no approval of the Board is required for the Company to execute and deliver this Agreement or for the Company to perform its obligations hereunder; and (v) none of the Company or the Special Committee or any of its members is aware of any reason why this Agreement would not be valid and enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, Agent and each Syndication Party represents and warrants that: that (a) the execution and delivery of, making and performance of its obligations under, this Construction Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; , (b) this Construction Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; , (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and execution, delivery of, and performance of its obligations under, duties under this Construction Credit Agreement; , and (d) this Construction Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Construction Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, will furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

Representations and Warranties of All Parties. The Administrative Agent, the Bid Agent, Agent and each Syndication Party represents and warrants that: that (a) the execution and delivery of, making and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; , (b) this Credit Agreement is in material compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; , (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other 52 Person is required to be obtained or made by it in connection with the execution and execution, delivery of, and performance of its obligations underduties under this Agreement, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to its knowledge, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will, upon the Administrative Agent’s written request following such Syndication Party’s default under any of its obligations hereunder, will furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.