Representations and Warranties from the Companies. Each of the Companies, as to itself only, represents and warrants to each of the Advisors as follows:

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

Related Companies. The term "Related Company" means any company during any period in which it is a "parent company" (as that term is defined in Code section 424(e)) with respect to the Company, or a "subsidiary corporation" (as that term is defined in Code section 424(f)) with respect to the Company.

A Client Company will be [[Entergy Services:Organization]] or an associate company. All such companies will be served at cost as provided in Section III and Exhibit II.

. Except with respect to # Tax matters (for which representations and warranties are addressed exclusively in Section 4.13, above), # labor and employment matters (for which representations and warranties are addressed exclusively in [Section 4.15], above), # employee benefit matters (for which representations and warranties are addressed exclusively in [Section 4.16], above), and # environmental matters (for which representations and warranties are addressed exclusively in [Section 4.18], above), # the Target Companies are in compliance in all material respects with all Legal Requirements applicable to the Target Companies, # no written notice has been issued and no Proceeding is pending or, to the Knowledge of the Sellers, threatened against any Target Company, with respect to any alleged violation by any Target Company of any Legal Requirement applicable to any Target Company, # the Target Companies have all material Governmental Authorizations required by any Legal Requirements applicable to the Target Companies in the operation of the Business as currently conducted, and # the Governmental Authorizations issued to the Target Companies are in full force and effect, and the Target Companies are in compliance in all material respects with such Governmental Authorizations.

Each Obligor makes the representations and warranties set out in this Clause 20 to each Finance Party on the date of this Agreement, provided that in the case of the Target Group Companies, such representations and warranties shall be qualified by and subject to the Target Group Disclosure Statement.

Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # this Amendment is within its corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of the Borrower, # this Amendment has been duly executed and delivered by the Borrower, # each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, # as of the date hereof, no Default or Event of Default has occurred and is continuing and # the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.

Warranties or Representations. Any warranty, representation, or other statement made or furnished to Agent or any Lender by any Borrower or any Guarantor or any instrument furnished in compliance with this Agreement shall have been false or misleading in any material respect when made or furnished;

Representations and Warranties. Each party hereto represents and warrants as of the date hereof that such party has full power and authority to enter into the Amendment, and that when executed and delivered by such party, and assuming execution and delivery by the other party, will constitute a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors’ rights and laws concerning equitable remedies.

Representations and Warranties. The Seller and the Servicer each hereby represents and warrants to the Administrator and each member of the various Purchaser Groups from time to time party to the Agreement as follows: