Common use of No Default; Representations and Warranties, etc Clause in Contracts

No Default; Representations and Warranties, etc. Obligors hereby represent, warrant and confirm that: (a) after giving effect to this Amendment, all representations and warranties of Obligors in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on the part of Obligors (including any necessary shareholder consents or approvals), (ii) do not violate, conflict with or result in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor or any of its assets, and (iii) do not require the consent of any Person which has not been obtained.

No Default; Representations and Warranties, etc. Obligors The Loan Parties hereby represent, warrant and confirm that: (a) , after giving effect to this Amendment, all (i) the representations and warranties of Obligors in the Loan Parties contained in Article 6 of the Credit Agreement and the other Loan Documents (A) that contain a materiality qualification are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date), in which case, such representations and warranties shall be (B) that do not contain a materiality qualification are true are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date); , and (bii) after giving effect to this Amendment, no Default or Event of Default has shall have occurred and is be continuing; . Each Loan Party hereby further represents and warrants that (ca) the execution, delivery and performance by Obligors such Loan Party of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on the part of Obligors (including any necessary shareholder consents or approvals)such Loan Party, (ii) do not violate, conflict with or result in a default under and will not violate any applicable law or conflict with regulation or the organizational documents of such Loan Party, (iii) will not violate or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor such Loan Party or any of its assetsassets that will have a Material Adverse Effect, and (iiiiv) do not require the consent of any consent, waiver, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or any Person (other than the Agent and the Lenders) which has not been made or obtained; and (b) it has duly executed and delivered this Amendment.

No Default; Representations and Warranties, etc. Obligors hereby represent, warrant and confirm that: (a) after giving effect to this Amendment, all representations and warranties of Obligors in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on the part of Obligors (including any necessary shareholder consents or approvals), (ii) do not violate, conflict with or result in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor or any of its assets, and (iii) do not require the consent of any Person which has not been obtained.

No Default; Representations and Warranties, etc. Obligors hereby represent, warrant Each of the Borrowers represents and confirm that: warrants to the Lenders and the Administrative Agent that as of the date hereof (a) after giving effect to this Amendment, all the representations and warranties of Obligors the Credit Parties contained in Article III of the Loan Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect the Borrowers are in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement and the other Financing Documents to this Amendment, be observed or performed by them thereunder; (c) no Default or Event of Default has shall have occurred and is be continuing; and (cd) the execution, delivery and performance by Obligors the Borrowers of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary corporate and, if required, shareholder action on the part of Obligors (including any necessary shareholder consents or approvals)the Borrowers, (ii) do will not violateviolate any applicable law or regulation or the organizational documents of any Borrower, conflict with (iii) will not violate or result in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor Borrower or any of its assets, assets and (iiiiv) do not require the consent any consent, waiver or approval of or by any Person (other than the Administrative Agent and the Lenders) which has not been obtained.

No Default; Representations and Warranties, etc. Obligors The Loan Parties hereby represent, warrant and confirm that: (a) after giving effect to this Amendment, Amendment all representations and warranties of Obligors the Loan Parties in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors the Loan Parties of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on the part of Obligors the Loan Parties (including any necessary shareholder consents or approvals), (ii) do not violate, conflict with or result in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor Loan Party or any term or provision of any material indenture, agreement or other instrument binding on any Obligor Loan Party or any of its assets, and (iii) do not require the consent of any Person which has not been obtained.

No Default; Representations and Warranties, etc. Obligors The Borrowers hereby represent, warrant and confirm that: (a) after giving effect to this Amendment, all the representations and warranties of Obligors the Credit Parties contained in Article 5 of the Loan Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect to this Amendment, the Borrowers are in compliance with all of the terms and provisions set forth in the Credit Agreement and the other Loan Documents; (c) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (cd) the execution, delivery and performance by Obligors the Borrowers of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on the part of Obligors (including any necessary shareholder consents or approvals)the Borrowers, (ii) do not violate, conflict with or result in a default under and will not violate any applicable law or conflict with regulation or the organizational documents of any Borrower, (iii) will not violate or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor Borrower or any of its assets, including without limitation, any Subordinated Debt Document, and (iiiiv) do not require the consent any consent, waiver or approval of or by any Person (other than the Lender) which has not been obtained. The Borrowers hereby acknowledge that pursuant to the terms of the Fifth Amendment to the Credit Agreement, and notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrowers have no right to request or continue Loans as Eurodollar Loans.

No Default; Representations and Warranties, etc. Obligors The Loan Parties hereby represent, warrant warrant, confirm and confirm covenant that: (a) after giving effect to this Amendment, all the representations and warranties of Obligors in the Loan Agreement and Parties contained in Article 3 of the other Loan Documents Credit Agreement, as amended hereby, are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect the Loan Parties are in compliance with all of the terms and provisions set forth in the Credit Agreement and the other Loan Documents to this Amendment, be observed or performed thereunder and no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors the Loan Parties of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith and the consummation by the Loan Parties of the transactions contemplated hereby and thereby (i) have been duly authorized by all necessary action on the part of Obligors (including any necessary shareholder consents or approvals)the Loan Parties, (ii) do have not violateviolated, conflict conflicted with or result resulted in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor the Loan Parties or any term or provision of the Senior Secured Notes Indenture or any other material indenture, agreement or other instrument binding on any Obligor the Loan Parties or any of its assets, their assets and (iii) do not require the consent any consent, waiver or approval of or by any Person which has not been obtained.

No Default; Representations and Warranties, etc. Obligors hereby represent, warrant and confirm that: (a) after giving effect to this Amendment, all representations and warranties of Obligors in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on the part of Obligors (including any necessary shareholder consents or approvals), (ii) do not violate, conflict with or result in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor or any of its assets, and (iii) do not require the consent of any Person which has not been obtained.

No Default; Representations and Warranties, etc. Obligors The Loan Parties hereby represent, warrant warrant, confirm and confirm that: covenant that (a) after giving effect to this Amendment, all the representations and warranties of Obligors in the Loan Agreement and Parties contained in Article III of the other Loan Documents Credit Agreement, as amended hereby, are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date except (except i) to the extent that any such representations and warranties expressly relate representation or warranty specifically refers to or are stated to have been made as of an earlier date, in which case, such representations and warranties case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date), and (ii) that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects, subject to the materiality qualification contained therein; (b) after giving effect to this Amendment, the Loan Parties are in compliance with all of the terms and provisions set forth in the Credit Agreement and the other Loan Documents to be observed or performed thereunder and no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors the Loan Parties of this Amendment Amendment, the Subordinated Debt Documents, and all other documents, instruments and agreements executed and delivered in connection herewith or therewith therewith, and the consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary corporate or other applicable organizational action on the part of Obligors (including any necessary shareholder consents or approvals)the Loan Parties, (ii) do have not violateviolated, conflict conflicted with or result in a default under and will not violate or conflict with or result resulted in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor Loan Party or any term or provision of any material indenture, agreement or other instrument binding on any Obligor Loan Party or any of its assets, and (iii) do not require the consent any consent, waiver or approval of or by any Person which has not been obtained, and (iv) have not violated or conflicted with any pre-emptive rights of any Person.

No Default; Representations and Warranties, etc. Obligors The Loan Parties hereby represent, warrant and confirm that: (a) after giving effect to this Amendment, all representations and warranties of Obligors the Loan Parties in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors the Loan Parties of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on the part of Obligors the Loan Parties (including any necessary shareholder consents or approvals), (ii) do not violate, conflict with or result in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor Loan Party or any term or provision of any material indenture, agreement or other instrument binding on any Obligor Loan Party or any of its assets, and (iii) do not require the consent of any Person which has not been obtained.

No Default; Representations and Warranties, etc. Obligors hereby representEach of the Borrowers represents and warrants to the Lenders and the Administrative Agent that, warrant and confirm that: (a) after giving effect to this Amendment, all as of the date hereof (a) the representations and warranties of Obligors the Credit Parties contained in Article III of the Loan Existing Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect the Borrowers are in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement and the other Financing Documents to this Amendment, be observed or performed by them thereunder; (c) no Default or Event of Default has occurred and is continuing; and (cd) the execution, delivery and performance by Obligors the Borrowers of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary corporate and, if required, shareholder action on the part of Obligors (including any necessary shareholder consents or approvals)the Borrowers, (ii) do not violate, conflict with or result in a default under and will not violate any applicable law or conflict with regulation applicable to the Borrowers or the organizational documents of any Borrower, (iii) will not violate or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor Borrower or any of its assets, assets and (iiiiv) do not require the consent any consent, waiver or approval of or by any Person (other than the Administrative Agent and the Lenders) which has not been obtained.

No Default; Representations and Warranties, etc. Obligors hereby represent, warrant and confirm that: (a) after giving effect to this Amendment, Amendment all representations and warranties of Obligors in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on the part of Obligors (including any necessary shareholder consents or approvals), (ii) do not violate, conflict with or result in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor or any of its assets, and (iii) do not require the consent of any Person which has not been obtained.

No Default; Representations and Warranties, etc. Obligors hereby representEach of the Borrowers represents and warrants to the Lenders and the Administrative Agent that, warrant and confirm that: (a) after giving effect to this Amendment, all as of the date hereof (a) the representations and warranties of Obligors the Credit Parties contained in Article III of the Loan Existing Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect the Borrowers are in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement and the other Financing Documents to this Amendment, be observed or performed by them thereunder; (c) no Default or Event of Default has occurred and is continuing; and (cd) the execution, delivery and performance by Obligors the Borrowers of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary corporate and, if required, shareholder action on the part of Obligors (including any necessary shareholder consents or approvals)the Borrowers, (ii) do not violate, conflict with or result in a default under and will not violate any applicable law or conflict with regulation applicable to the Borrowers or the organizational documents of any Borrower, (iii) will not violate or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor Borrower or any of its assets, assets and (iiiiv) do not require the consent any consent, waiver or approval of or by any Person (other than the Administrative Agent and the Revolving Lenders) which has not been obtained.

No Default; Representations and Warranties, etc. Obligors The Loan Parties hereby represent, warrant warrant, confirm and confirm that: covenant that (a) after giving effect to this Amendment, all the representations and warranties of Obligors in the Loan Agreement and Parties contained in Article III of the other Loan Documents Credit Agreement, as amended hereby, are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date except (except i) to the extent that any such representations and warranties expressly relate representation or warranty specifically refers to or are stated to have been made as of an earlier date, in which case, such representations and warranties case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date), and (ii) that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects, subject to the materiality qualification contained therein; (b) after giving effect to this Amendment, the Loan Parties are in compliance with all of the terms and provisions set forth in the Credit Agreement and the other Loan Documents to be observed or performed thereunder and no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors the Loan Parties of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith therewith, and the consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary corporate or other applicable organizational action on the part of Obligors (including any necessary shareholder consents or approvals)the Loan Parties, (ii) do have not violateviolated, conflict conflicted with or result in a default under and will not violate or conflict with or result resulted in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor Loan Party or any term or provision of any material indenture, agreement or other instrument binding on any Obligor Loan Party or any of its assets, assets and (iii) do not require the consent any consent, waiver or approval of or by any Person which has not been obtained.

No Default; Representations and Warranties, etc. Obligors The Borrower hereby represent, warrant and confirm confirms that: (a) after giving effect to this Amendment, all the representations and warranties of Obligors the Borrower contained in Article V of the Loan Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such and as of the date hereof (except that (x) to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier datedate and (y) the representations set forth in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements delivered to the Agent pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement); (b) after giving effect the Borrower is in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement on their part to this Amendment, be observed or performed thereunder; (c) no Default or Event of Default has occurred and is continuing; (d) the Borrower is duly authorized to execute, deliver and perform its obligations under this Amendment; (ce) the execution, delivery and performance by Obligors of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on corporate action; and (e) this Amendment, when executed and delivered by the part of Obligors (including any necessary shareholder consents or approvals)Borrower, (ii) do not violatewill be a legal, conflict with or result in a default under valid and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision binding obligation of the organizational documents Borrower, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of any Obligor creditors’ rights generally or any term equitable principles relating to enforceability (whether enforcement is sought in equity or provision of any material indenture, agreement or other instrument binding on any Obligor or any of its assets, and (iii) do not require the consent of any Person which has not been obtainedat law).

No Default; Representations and Warranties, etc. Obligors The Loan Parties hereby represent, warrant warrant, confirm and confirm covenant that: (a) , after giving effect to this Amendment, all : (a) the representations and warranties of Obligors in the Loan Agreement and Parties contained in Article III of the other Loan Documents Credit Agreement, as amended hereby, are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect the Loan Parties are in compliance with all of the terms and provisions set forth in the Credit Agreement and the other Loan Documents to this Amendment, be observed or performed thereunder and no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors the Loan Parties of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith and the consummation by the Loan Parties of the transactions contemplated hereby and thereby (i) have been duly authorized by all necessary action on the part of Obligors (including any necessary shareholder consents or approvals)the Loan Parties, (ii) do have not violateviolated, conflict conflicted with or result resulted in a default under and will not violate or conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor the Loan Parties or any term or provision of the Senior Secured Notes Indenture or any other material indenture, agreement or other instrument binding on any Obligor the Loan Parties or any of its assets, their assets and (iii) do not require the consent any consent, waiver or approval of or by any Person which has not been obtained.

No Default; Representations and Warranties, etc. Obligors hereby represent, warrant Each of the Loan Parties represents and confirm that: warrants to the Lenders and the Administrative Agent that as of the date hereof (a) after giving effect to this Amendment, all the representations and warranties of Obligors in the Loan Parties contained in Article III of the Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication provided that if any representation or warranty is by its terms qualified by concepts of any materiality qualifier contained thereinmateriality, such representation or warranty shall be true and correct in all respects) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect to this Amendment, the Loan Parties are in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement and the other Loan Documents; (c) no Default or Event of Default has occurred and is continuing; and (cd) the execution, delivery and performance by Obligors the Loan Parties of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary company or corporate and, if required, member or shareholder action on the part of Obligors (including any necessary shareholder consents or approvals)the Loan Parties, (ii) do not violate, conflict with or result in a default under and will not violate in any material respect any applicable law or conflict with regulation or the organizational documents of any Loan Party, (iii) will not violate in any material respect or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor Loan Party or any of its assets, assets and (iiiiv) do not require the consent any consent, waiver or approval of or by any Person (other than the Lenders and the Administrative Agent) which has not been obtained.

No Default; Representations and Warranties, etc. Obligors hereby represent, warrant Each of the Borrowers represents and confirm that: warrants to the Lenders and the Administrative Agent that as of the date hereof (a) after giving effect to this Amendment, all the representations and warranties of Obligors the Credit Parties contained in Article III of the Loan Existing Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect the Borrowers are in compliance in all material respects with all of the terms and provisions set forth in the Credit Agreement and the other Financing Documents to this Amendment, be observed or performed by them thereunder; (c) no Default or Event of Default has occurred and is continuing; and (cd) the execution, delivery and performance by Obligors the Borrowers of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary corporate and, if required, shareholder action on the part of Obligors (including any necessary shareholder consents or approvals)the Borrowers, (ii) do not violate, conflict with or result in a default under and will not violate any applicable law or conflict with regulation applicable to the Borrowers (except as would not reasonably be expected to have a Material Adverse Effect) or the organizational documents of any Borrower, (iii) will not violate or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or other instrument binding on any Obligor Borrower or any of its assets, assets (except as would not reasonably be expected to have a Material Adverse Effect) and (iiiiv) do not require the consent any consent, waiver or approval of or by any Person (other than the Administrative Agent and the Lenders) which has not been obtained.