Common use of Confirmation of Representations and Warranties Clause in Contracts

Confirmation of Representations and Warranties. (a) Each Loan Party hereby represents and warrants, on and as of the Effective Date, that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Effective Date, before and after giving effect to this Amendment, as though made on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date. (b) Each Loan Party represents and warrants, on and as of the Effective Date, that: (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Amendment has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (c) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (d) Each Loan Party hereby represents and warrants that, on and as of the Effective Date, no event has occurred and is continuing that constitutes a Default.

Confirmation of Representations and Warranties. (a) Each Loan Credit Party hereby represents and warrants, on and as of the Consent Effective Date and the Amendment Effective Date, that (i) the representations and warranties contained in the Loan Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the Consent Effective Date and the Amendment Effective Date, both immediately before and after giving effect to this Amendment, as though made on and as of the Effective Date, Amendment (except to the extent that any such representations and warranties specifically refer representation or warranty is expressly stated to an earlier have been made as of a specific date, in which case they such representation or warranty shall have been be true and correct in all material respects as of such earlier date. (b) Each Loan Party represents and warrants), on and as of the Effective Date, that: (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Amendment has been duly authorized, executed and delivered by it; such Credit Party and constitutes the legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, (iii) no actionDefault or Event of Default shall have occurred and be continuing on the Consent Effective Date and the Amendment Effective Date, consent or approval ofboth immediately before and after giving effect to this Amendment, registration or filing with or any other action by any Governmental Authority is or will be required in connection with (iv) the execution Credit Parties have heretofore furnished to the Administrative Agent true and delivery complete copies of this Amendment except for such actionsthe Amalgamation Agreement (including all exhibits and schedules) and all amendments, consents, approvals, registrations or filingsmodifications and waivers relating thereto (collectively, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. “Amalgamation Documents”) and (cv) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (d) Each Loan Party hereby represents and warrants that, on and as of the Amendment Effective Date, no event none of the Amalgamation Documents has occurred been amended, modified or supplemented, nor any condition or provision thereof waived, in each case in a manner materially adverse to the Lenders other than as approved by the Administrative Agent, and each such Amalgamation Document is continuing that constitutes a Defaultin full force and effect.

Confirmation of Representations and Warranties. (a) Each Loan Party The Borrower hereby represents and warrants, both on and as of the date hereof and on and as of the Effective Date, that the all representations and warranties contained in the Loan Documents Credit Agreement and each other Credit Document are true and correct in all material respects on and as of the Effective Datedate hereof, before and after giving effect to this Amendment, as though made on and as of the Effective Date, except provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any such qualification) in all respects on such respective dates. (b) Each Loan Credit Party represents and warrants, on and as of the Effective Datedate hereof, that: that (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; taken and (ii) this Amendment has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (c) Each Loan Credit Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the each other Loan DocumentsCredit Document. (d) Each Loan Credit Party hereby represents and warrants that, both on and as of the date hereof and on and as of the Effective Date, both before and after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default.

Confirmation of Representations and Warranties. (a) Each Loan Party The Borrower hereby represents and warrants, on and as of the Effective Date, warrants that the all representations and warranties contained in Article V of the Second Amended and Restated Credit Agreement and each other Loan Documents Document (other than the Second Amended and Restated Credit Agreement) to which it is a party are true and correct in all material respects on and as of the Effective Datedate hereof, before and after giving effect to this Amendment, as though made on and as of the Effective Date, except provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Each Loan Party (other than the Borrower) hereby represents and warrants, on and as of the Effective Datedate hereof, that: that the representations and warranties contained in the Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (iafter giving effect to any qualification therein) in all respects on such respective dates. (c) Each Loan Party (other than the Borrower) represents and warrants, on and as of the date hereof, that (a) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the Second Amended and Restated Credit Agreement and the consummation of the transactions Transactions contemplated hereby has been duly and validly taken; taken and (iib) this Amendment has and the Second Amended and Restated Credit Agreement have been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (cd) Each Loan Party (other than the Borrower) hereby acknowledges that it has been provided with a copy of each of the Existing Second Amended and Restated Credit Agreement and the other Loan Documents. (de) Each Loan Party hereby represents and warrants that, on and as of the Effective Datedate hereof after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default.

Confirmation of Representations and Warranties. (a) Each of the Loan Party hereby Parties represents and warrants, on and as of the Amendment No. 1 Effective Date, that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Effective Date, before and after giving effect to this Amendment, as though made on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date. (b) Each Loan Party represents and warrants, on and as of the Effective Date, that: (i) it has the requisite power and authority to execute execute, deliver and deliver perform its obligations under this AmendmentAgreement, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment Agreement and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Amendment Agreement has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by or in respect of any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment Agreement except for such actions, consents, approvalsauthorizations, registrations or filingsfilings and notices, the failure of which to be obtained obtain or made make could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (cb) Each Loan Party The Borrower hereby acknowledges represents, warrants and covenants that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (d) Each Loan Party hereby represents and warrants that, on and as of the Amendment No. 1 Effective Date, after giving pro forma effect to the this Agreement and the other transactions contemplated hereby (including the Acquisition), no event Default or Event of Default under the Amended and Restated Credit Agreement has occurred and or is continuing that constitutes a Defaultcontinuing.

Confirmation of Representations and Warranties. (a) Each Loan Party The Borrower hereby represents and warrants, on and as of the Effective Date, warrants that the all representations and warranties contained in Article V of the Amended and Restated Credit Agreement and each other Loan Documents Document (other than the Amended and Restated Credit Agreement) to which it is a party are true and correct in all material respects on and as of the Effective Datedate hereof, before and after giving effect to this Amendment, as though made on and as of the Effective Date, except provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Each Loan Party (other than the Borrower) hereby represents and warrants, on and as of the Effective Datedate hereof, that: that the representations and warranties contained in the Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (iafter giving effect to any qualification therein) in all respects on such respective dates. (c) Each Loan Party (other than the Borrower) represents and warrants, on and as of the date hereof, that (a) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; taken and (iib) this Amendment has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (cd) Each Loan Party (other than the Borrower) hereby acknowledges that it has been provided with a copy of each of the Existing Amended and Restated Credit Agreement and the other Loan Documents. (de) Each Loan Party hereby represents and warrants that, on and as of the Effective Datedate hereof, no event has occurred and is continuing that constitutes a Default.

Confirmation of Representations and Warranties. (a) Each Loan Party hereby represents and warrants, on and as of the Effective Datedate hereof, that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Effective Datedate hereof, before and after giving effect to this Amendment, as though made on and as of the Effective Datedate hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date. (b) Each Loan Party represents and warrants, on and as of the Effective Datedate hereof, that: (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Amendment has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (c) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (d) Each Loan Party hereby represents and warrants that, on and as of the Effective Datedate hereof, no event has occurred and is continuing that constitutes a Default.

Confirmation of Representations and Warranties. (a) Each Loan Party hereby represents and warrants, on and as of the Effective Datedate hereof, that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Effective Datedate hereof, before and after giving effect to this Amendment, as though made on and as of the Effective Datedate hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier datedate provided, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ba) Each Loan Party represents and warrants, on and as of the Effective Datedate hereof, that: (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Amendment has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (cb) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (dc) Each Loan Party hereby represents and warrants that, on and as of the Effective Datedate hereof, no event has occurred and is continuing that constitutes a Default.

Confirmation of Representations and Warranties. (a) Each Loan Party The Borrower hereby represents and warrants, both on and as of the date hereof and on and as of the Effective Date, that the all representations and warranties contained in the 2011 Credit Agreement and each other Loan Documents Document are true and correct in all material respects on and as of the Effective Datedate hereof, before and after giving effect to this Amendment, as though made on and as of the Effective Date, except provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any such qualification) in all respects on such respective dates. (b) Each Loan Party The Borrower represents and warrants, on and as of the Effective Datedate hereof, that: that (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; , (ii) this Amendment has been duly authorized, executed and delivered by it; , and (iii) no actionthis Amendment does not (A) contravene the Borrower’s charter or bylaws, consent (B) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or approval award, (C) conflict with or result in the breach of, registration or filing with constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower, any of its Subsidiaries or any other action by any Governmental Authority is of their properties or will be required in connection with the execution and delivery of this Amendment (D) except for such actionsthe Liens created under the Loan Documents, consents, approvals, registrations result in or filings, require the failure creation or imposition of which any Lien upon or with respect to be obtained any of the properties of the Borrower or made could not reasonably be expected to have a Material Adverse Effectany of its Subsidiaries. (c) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (d) Each Loan Party The Borrower hereby represents and warrants that, both on and as of the date hereof and on and as of the Effective Date, both before and after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default.

Confirmation of Representations and Warranties. (a) Each Loan Party The Borrower hereby represents and warrants, both on and as of the date hereof and on and as of the Effective Date, that the all representations and warranties contained in the Loan Documents Credit Agreement and each other Credit Document are true and correct in all material respects on and as of the Effective Datedate hereof, before and after giving effect to this Amendment, as though made on and as of the Effective Date, except provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any such qualification) in all respects on such respective dates. (b) Each Loan Credit Party represents and warrants, on and as of the Effective Datedate hereof, that: that (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; taken and (ii) this Amendment has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (c) Each Loan Credit Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the each other Loan DocumentsCredit Document. (d) Each Loan Credit Party hereby represents and warrants that, both on and as of the date hereof and on and as of the Effective Date, both before and after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default. (e) Except as set forth on Schedule 4.4 to the Credit Agreement, the execution, delivery and performance by Credit Parties of the Credit Agreement, as amended by this Amendment, do not and will not (i) violate any provision of any material law or any governmental rule or regulation applicable to Parent Entity or any of its Subsidiaries, any of the Organizational Documents of Parent Entity or any of its Subsidiaries, or any material order, judgment or decree of any court or other agency of government binding on Parent Entity and its Subsidiaries; (ii) require the approval or consent of any other Person (other than approvals or consents which have been obtained), or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default, under any Material Contract of Parent Entity or any of its Subsidiaries; or (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Parent Entity or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties, and any Permitted Liens). (f) The Credit Agreement, as amended by this Amendment, is the legally valid and binding obligation of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

Confirmation of Representations and Warranties. (a) The Borrower hereby represents and warrants that all representations and warranties contained in Article III of the Credit Agreement and each other Loan Document are true and correct in all material respects on and as of the date hereof, provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Each Loan Party (other than the Borrower) hereby represents and warrants, on and as of the Effective Datedate hereof, that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Effective Datedate hereof, before and after giving effect to this Amendment, as though made on and as of the Effective Date, except to the extent that other than any such representations and or warranties specifically that, by their terms, refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier a specific date. (bc) Each Loan Party represents and warrants, on and as of the Effective Datedate hereof, that: that (i) it has the requisite full power and authority to execute enter into and deliver perform its obligations under this Amendment, and all corporate or other action required to be taken by it for (ii) the due and proper authorization, execution, delivery and performance by such Loan Party of this Amendment are within such Loan Party’s corporate, limited liability company, partnership or comparable powers, as the case may be, and the consummation of the transactions contemplated hereby has have been duly and validly taken; authorized by all necessary corporate, partnership or comparable and, if required, equityholder action, as the case may be, (iiiii) this Amendment has been duly authorized, executed and delivered by it; such Loan Party and (iiiiv) no actionthis Amendment constitutes the legal, consent or approval ofvalid and binding obligation of such Loan Party, registration or filing with or any other action by any Governmental Authority is or will be required enforceable in connection accordance with the execution respective terms hereof and delivery thereof, subject to the effect of this Amendment except for such actionsbankruptcy, consentsinsolvency, approvalsreorganization, registrations moratorium or filings, similar laws affecting the failure enforceability of which creditors’ rights generally and to be obtained or made could not reasonably be expected to have a Material Adverse Effectgeneral principles of equity. (cd) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (de) Each Loan Party hereby represents and warrants that, on and as of the Effective Datedate hereof, no event has occurred and is continuing that constitutes a Default.

Confirmation of Representations and Warranties. (a) Each Loan Party and the Parent hereby represents and warrants, on and as of the Amendment No. 1 Effective Date, that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, before and after giving effect to this Amendment, as though made on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects as of such respective dates. (ba) Each Loan Party and the Parent represents and warrants, on and as of the Amendment No. 1 Effective Date, that: (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Amendment has been duly authorized, executed and delivered by it; and (iii) no actionorder, consent consent, approval, license, authorization or approval ofvalidation of or filing, recording or registration or filing with exemption by or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse EffectAmendment. (cb) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (d) Each Loan Party Parent hereby represents and warrants that, on that both immediately before and as of after giving effect to the Effective DateAmendment, no event has occurred and is continuing that constitutes a DefaultDefault or Event of Default or would result therefrom.

Confirmation of Representations and Warranties. (a) Each Loan Party hereby represents and warrantswarrants to Agent and Lender, on a joint and several basis, that, as of the Effective Date, that the date hereof: (a) The representations and warranties contained set forth in the Credit Agreement and in the other Loan Documents Documents, each as amended to date, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Effective Datedate hereof, before and after giving with the same effect to this Amendment, as though if made on and as of the Effective Datedate hereof, except to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they shall have been be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date. (b) Each Loan Party represents This Amendment and warrantseach other document delivered by it in connection herewith has been duly executed and delivered by such Person and constitutes such Person’s legal, on valid and binding obligation, enforceable in accordance with its terms, except as of the Effective Date, that: such enforceability may be subject to (i) it has the requisite power to execute bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and deliver this Amendment, and all corporate (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or other action required to be taken by it for the due and proper authorization, in equity). (c) The execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly authorized by all requisite limited liability company, partnership or corporate action, as applicable, on the part of each Loan Party. This Amendment and validly taken; (ii) this Amendment each other document delivered by it in connection herewith has been duly authorized, executed and delivered to Agent by it; each Borrower and (iii) no action, consent or approval of, registration or filing each is enforceable in accordance with or any other action by any Governmental Authority its terms and is or will be required in connection with the execution full force and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (c) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documentseffect. (d) Each Loan Party hereby represents No Default or Event of Default has occurred and warrants that, is continuing on and as of the Effective Date, no event has occurred and is continuing that constitutes a Defaultdate hereof or would exist upon the consummation of the transactions contemplated by this Amendment.

Confirmation of Representations and Warranties. (a) Each Loan Party hereby represents and warrants, on and as of the Effective Date, that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Effective Date, before and after giving effect to this Amendment, as though made on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date. (b) Each Loan Party represents and warrants, on and as of the Effective Date, that: (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Amendment has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (c) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (d) Each Loan Party hereby represents and warrants that, on and as of the Effective Date, no event has occurred and is continuing that constitutes a Default. *Confidential Treatment Requested. Omitted portions filed with the Commission.

Confirmation of Representations and Warranties. (a) The Borrower hereby represents and warrants that all representations and warranties contained in Article V of the Credit Agreement and each other Loan Documents (other than the Credit Agreement) are true and correct in all material respects on and as of the date hereof, provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Each Loan Party (other than the Borrower) hereby represents and warrants, on and as of the Effective Datedate hereof, that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Effective Datedate hereof, before and after giving effect to this Amendment, as though made on and as of the Effective Date, except to the extent that other than any such representations and or warranties specifically that, by their terms, refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier a specific date. (bc) Each Loan Party (other than the Borrower) represents and warrants, on and as of the Effective Datedate hereof, that: that (ia) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; taken and (iib) this Amendment has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (cd) Each Loan Party (other than the Borrower) hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (de) Each Loan Party (other than the Borrower) hereby represents and warrants that, on and as of the Effective Datedate hereof, no event has occurred and is continuing that constitutes a Default.

Confirmation of Representations and Warranties. (a) Each Loan Credit Party hereby represents and warrants, on and as of the Second Amendment Effective Date, that (i) the representations and warranties contained in the Loan Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the Second Amendment Effective Date, both immediately before and after giving effect to this Amendment, as though made on and as of the Effective Date, Amendment (except to the extent that any such representations and warranties specifically refer representation or warranty is expressly stated to an earlier have been made as of a specific date, in which case they such representation or warranty shall have been be true and correct in all material respects as of such earlier date. (b) Each Loan Party represents and warrants), on and as of the Effective Date, that: (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Amendment has been duly authorized, executed and delivered by it; such Credit Party and constitutes the legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, (iii) no actionDefault or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date, consent or approval ofboth immediately before and after giving effect to this Amendment, registration or filing with or any other action by any Governmental Authority is or will be required in connection with (iv) the execution Credit Parties have heretofore furnished to the Administrative Agent true and delivery complete copies of this Amendment except for such actionsthe Amalgamation Agreement (including all exhibits and schedules) and all amendments, consents, approvals, registrations or filingsmodifications and waivers relating thereto (collectively, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. “Amalgamation Documents”) and (cv) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (d) Each Loan Party hereby represents and warrants that, on and as of the Second Amendment Effective Date, no event none of the Amalgamation Documents has occurred been amended, modified or supplemented, nor any condition or provision thereof waived, in each case in a manner materially adverse to the Lenders other than as approved by the Administrative Agent, and each such Amalgamation Document is continuing that constitutes a Defaultin full force and effect.

Confirmation of Representations and Warranties. (a) Each Loan Party hereby represents and warrantswarrants to Agent and Lender, on a joint and several basis, that, as of the Effective Date, that the date hereof: (a) The representations and warranties contained set forth in the Credit Agreement and in the other Loan Documents Documents, each as amended to date, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Effective Datedate hereof, before and after giving with the same effect to this Amendment, as though if made on and as of the Effective Datedate hereof, except to the extent that such representations and warranties specifically expressly refer to an earlier date, in which case they shall have been be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date. (b) Each Loan Party represents This Amendment and warrants, on and as of the Effective Date, that: (i) it has the requisite power to execute and deliver this Amendment, and all corporate or each other action required to be taken document delivered by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Amendment in connection herewith has been duly authorized, executed and delivered by it; such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (iiiii) no action, consent general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effectequity). (c) Each Loan Party hereby acknowledges that it The execution, delivery and performance of this Amendment has been provided with a copy duly authorized by all requisite limited liability company or corporate action, as applicable, on the part of each of the Existing Credit Agreement Guarantor and the other Loan DocumentsBorrower. (d) Each Loan Party hereby represents No Default or Event of Default has occurred and warrants that, is continuing on and as of the Effective Date, no event has occurred and is continuing that constitutes a Defaultdate hereof or would exist upon the consummation of the transactions contemplated by this Amendment.

Confirmation of Representations and Warranties. (a) Each Loan Party hereby represents and warrants, on and as of the Effective Datedate hereof, that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Effective Datedate hereof, before and after giving effect to this Amendment, as though made on and as of the Effective Datedate hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier datedate provided, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) Each Loan Party represents and warrants, on and as of the Effective Datedate hereof, that: (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Amendment has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Amendment except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect. (c) Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents. (d) Each Loan Party hereby represents and warrants that, on and as of the Effective Datedate hereof, no event has occurred and is continuing that constitutes a Default.