Common use of Auction Assignment and Assumption Clause in Contracts

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: “No Default or Event of Default has occurred and is continuing, or would result from this Purchase Offer. The representations and warranties of the Borrower and each other Loan Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith, are true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or (b) of Section 5.04 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: “No Default or Event The conditions set forth in Section 2.24 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offerhave been the time of purchase of Term Loans of any applicable Class pursuant to an Auction. The representations and warranties of the Borrower and each other Loan Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or and (b) of Section 5.04 5.01 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: “No Default or Event of Default has occurred and is continuing, or would result from this Purchase Offer. The representations and warranties of the Borrower and each other Loan Party contained in Article III V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith, are true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 5.04 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or (b) of Section 5.04 6.01 of the Credit Agreement. As At the time of this Purchase Offer and the time of each assignment of Loans in connection therewith, (x) the Borrower has no knowledge, after reasonable inquiry, of the date hereofexistence of any event or circumstance, except as previously disclosed individually or in writing to the Administrative Agent and the Lendersaggregate, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could will or would be reasonably be expected to have give rise to a mandatory prepayment of a material effect upon, or otherwise amount of the Loans pursuant to Section 2.03 of the Credit Agreement expected to be material to, such Lender’s decision to participate paid in the Purchase Offernext 30 days and (y) there is no Material Information (as defined in the Credit Agreement) that has not been disclosed to the Lenders.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: “No Default or Event : (i) The conditions set forth in Section 2.18 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans pursuant to an Auction. (ii) The representations and warranties of the Borrower and each other Loan Credit Party contained in Article III Section 8 of the Credit Agreement or any other Loan Credit Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 8.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or and (b) of Section 5.04 9.01 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: “No Default or Event : (i) The conditions set forth in Section 1.14 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans pursuant to an Auction. (ii) The representations and warranties of the Borrower and each other Loan Credit Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects (or all respects, as applicable) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 3.11(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or and (b) of Section 5.04 4.01 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: “No Default or Event : (i) The conditions set forth in Section 1.12 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans pursuant to an Auction. (ii) The representations and warranties of the Borrower and each other Loan Credit Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects (or all respects, as applicable) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 3.11(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or and (b) of Section 5.04 4.01 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: “No Default or Event : (i) The conditions set forth in Section 2.21 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans pursuant to an Auction. (ii) The representations and warranties of the Borrower and each other Loan Party contained in Article III IV of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 4.4(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or and (b) of Section 5.04 6.1 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: “No Default or Event : (i) The conditions set forth in Section 2.17 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans pursuant to an Auction. (ii) The representations and warranties of the Borrower and each other Loan Credit Party contained in Article III Section 8 of the Credit Agreement or any other Loan Credit Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 8.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or and (b) of Section 5.04 9.01 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations representations, warranties and warranties covenants by the Borrower: “No Default or Event : (a) The conditions set forth in Section 2.25 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans of any applicable Class pursuant to an Auction. (b) The representations and warranties of the Borrower and each other Loan Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 4.02(i) or clauses (a) or and (b) of Section 5.04 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations representations, warranties and warranties covenants by the Borrower: “No Default or Event applicable Borrower (provided that, with respect to any Auction Notice, the delivery of Default has occurred such Auction Notice shall constitute the making thereof): The conditions set forth in Section 2.24 of the Credit Agreement have each been satisfied on and is continuingas of the date thereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the applicable Borrower shall terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offerhave been the time of purchase of Term Loans of any applicable Class pursuant to an Auction. The representations and warranties of the applicable Borrower and each other Loan Party contained in Article III of the Credit Agreement or any other Loan DocumentDocument to which it is a party, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or and (b) of Section 5.04 5.01 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: “No Default or Event : (i) The conditions set forth in Section 2.17 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans pursuant to an Auction. (ii) The representations and warranties of the Borrower and each other Loan Credit Party contained in Article III Section 8 of the Credit Agreement or any other Loan Credit Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 8.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (ab) or and (bc) of Section 5.04 9.01 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: “No Default or Event : (i) The conditions set forth in Section 2.16 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans pursuant to an Auction. (ii) The representations and warranties of the Borrower and each other Loan Credit Party contained in Article III Section 7 of the Credit Agreement or any other Loan Credit Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 7.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or and (b) of Section 5.04 8.01 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations representations, warranties and warranties covenants by the Lux Borrower: “No Default or Event : (a) The conditions set forth in Section 2.23 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Lux Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans of any applicable Class pursuant to an Auction. (b) The representations and warranties of the Borrower and each other Loan Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or and (b) of Section 5.04 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations representations, warranties and warranties covenants by the Borrower: “No Default or Event : (a) The conditions set forth in Section 2.21 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans of any applicable Class pursuant to an Auction. (b) The representations and warranties of the Borrower and each other Loan Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 3.04 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.01 or clauses (a) or and (b) of Section 5.04 5.05 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations representations, warranties and warranties covenants by the Borrower: “No Default or Event : (a) The conditions set forth in Section 2.25 of Default has occurred the Credit Agreement have each been satisfied on and is continuingas of the date hereof, or except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would result from this Purchase Offer. have been the time of purchase of Term Loans of any applicable Class pursuant to an Auction. (b) The representations and warranties of the Borrower and each other Loan Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewithherewith or therewith, are shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they were shall be true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) or and (b) of Section 5.04 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”