In order to induce the Banks to enter into the Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the First Amendment Effective Date, both before and after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Third Amendment Effective Date both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below), both immediately before and immediately after giving effect thereto; and
(b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Eighth Amendment Effective Date, both before and after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on and as of the Eighth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Eighth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
In order to induce Centre Re to enter into this Amendment, the Borrower hereby represents and warrants that (x) no Default or Event of Default exists on the Amendment Effective Date (as defined below) after giving effect to this Amendment and (y) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents shall be true and correct in all material respects on the date hereof and on the Amendment Effective Date (as defined below) with the same effect as though such representations and warranties had been made on and as of such date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Fourth Amendment Effective Date (as defined below), both before and after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Fourth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
In order to induce the Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Seventh Amendment Effective Date (as defined below), both immediately before and immediately after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Seventh Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Seventh Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined herein) before giving effect to this First Amendment, (ii) no Default or Event of Default exists as of the First Amendment Effective Date (as defined herein) after giving effect to this First Amendment and (iii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
In order to induce Buyer to enter into this Amendment, each of the remaining Originators hereby represents and warrants to Buyer (and Administrator as its assignee), that (a) the Termination Date has not occurred under the Receivables Sale Agreement; (b) the representations and warranties of such Originator set forth in Article II of the Receivables Sale Agreement are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (c) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event.
In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that (i) all representations, warranties and agreements contained in Section 7 of the Credit Agreement are true and correct in all material respects on and as of the Fifth Amendment Effective Date (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (ii) there exists no Default or Event of Default on the Fifth Amendment Effective Date, in each case after giving effect to this Amendment and (iii) the payments required to be made by the Borrower pursuant to the Environmental Noncompliance Settlement could not reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole. Without limiting the foregoing, the Borrower hereby represents and warrants that, other than for the Environmental Noncompliance Settlement, to the best of its knowledge after due inquiry, there are no liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including attorneys' and consultants' fees and disbursements) that are likely to be assessed against the Borrower or any of its Subsidiaries from time to time related to the Environmental Noncompliance that either individually or in the aggregate could reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole.
