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

No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made. The acceptance of the benefits of (i) the Credit Events on the Closing Date shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such Section.

No Default; Representations and Warranties. At On the time of each Credit Event and also after giving effect theretoEffective Date, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or and in the other Loan Credit Documents shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on the Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of the a specified date of such Credit Event, except shall be required to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been be true and correct in all material respects only as of the date when madesuch specified date). The acceptance occurrence of the benefits of (i) the Credit Events on the Closing Effective Date shall constitute a representation and warranty by each of the Borrower Borrowers to the Administrative Agent, the Swing Line Lender, each LC Issuer Agent and each of the Lenders that all of the applicable conditions specified in this Section 4.01 have been satisfied 6 exist as of the times Effective Date (except to the extent that any of the conditions specified in this Section 6 are required to be satisfactory to or determined by any Lender, the Required Lenders, the Collateral Agent and/or the Administrative Agent or otherwise expressly calls for a subjective determination to be made by any Lender, the Required Lenders, the Collateral Agent and/or the Administrative Agent). All of the Revolving Notes, certificates, legal opinions and other documents and papers referred to in such this Section and (ii) each Credit Event thereafter 6, unless otherwise specified, shall constitute a representation and warranty by the Borrower be delivered to the Administrative Agent, Agent at the Swing Line Lender, each LC Issuer and Notice Office for the benefit of each of the Lenders that all of and shall be in form and substance reasonably satisfactory to the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such SectionLenders.

No Default; Representations and Warranties. At The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Letter of Credit Participations which shall each be made without regard to the satisfaction of the condition set forth in this Section 7.1 and excluding borrowings made pursuant to Section 2.14, which shall be subject to conditions precedent and representations to be agreed upon with the applicable Lenders) and the obligation of the Letter of Credit Issuer to issue, amend, extend or renew Letters of Credit on any date (is subject to the satisfaction of the condition precedent that at the time of each such Credit Event and also after giving effect thereto, thereto (ia) there shall exist no Default or Event of Default shall have occurred and be continuing and (iib) all representations and warranties of the made by any Credit Parties Party contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, Event (except to the extent that where such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the date when madeof such credit extension or on such earlier date, as the case may be (after giving effect to such qualification). The acceptance of the benefits of (i) the each Credit Events on the Closing Date Event shall constitute a representation and warranty by the Borrower each Credit Party to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified contained in this Section 4.01 7.1 have been satisfied met as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such Sectiondate.

No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects (except for those representations and warranties that are conditioned by “materiality” or in the case of any representation and warranty subject to a materiality qualifier“material adverse effect”, which shall be true and correctcorrect in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made. The acceptance of the benefits of (i) the Credit Events on the Closing Date shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer Agent and each of the Lenders that all of the applicable conditions specified in Section Sections 4.01 and 4.02 have been satisfied as of the times referred to in such Section Section, and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer Agent and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such Section.

No Default; Representations and Warranties. At The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Letter of Credit Participations which shall each be made without regard to the satisfaction of the condition set forth in this Section 7.1 and excluding borrowings made pursuant to Section 2.14, which shall be subject to conditions precedent and representations to be agreed upon with the applicable Lenders) and the obligation of each Letter of Credit Issuer to issue, amend, extend or renew Letters of Credit on any date is subject to the satisfaction of the condition precedent that at the time of each such Credit Event and also after giving effect thereto, thereto (ia) there shall exist no Default or Event of Default shall have occurred and be continuing and (iib) all representations and warranties of the made by any Credit Parties Party contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, Event (except to the extent that where such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the date when madeof such credit extension or on such earlier date, as the case may be (after giving effect to such qualification). The acceptance of the benefits of (i) the each Credit Events on the Closing Date Event shall constitute a representation and warranty by the Borrower each Credit Party to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified contained in this Section 4.01 7.1 have been satisfied met as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such Sectiondate.

No Default; Representations and Warranties. At the time of each Credit Event Borrowing (other than any Borrowing on the Closing Date, and other than any Continuation or Conversion, but including, subject to Section 1.07, any Borrowing pursuant to Section 2.19) and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects (except that if any such representation or in the case of warranty contains any representation and warranty subject to a materiality qualifier, such representation or warranty shall be true and correctcorrect in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Credit EventBorrowing, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) as of the date when made. The acceptance of the benefits of (i) the each Credit Events on the Closing Date Event shall constitute a representation and warranty by the Borrower to the Administrative AgentAgents, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such SectionSections.

No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects (or or, in the case of any representation and warranty already subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made. The acceptance of the benefits of (i) the Credit Events on the Closing Date shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in this Section 4.02 have been satisfied as of the times referred to in such Section.

No Default; Representations and Warranties. At In order to induce the time Replacement Term Lenders and the Administrative Agent to enter into this Second Amendment, the Borrower represents and warrants to each of each Credit Event the Replacement Term Lenders and also the Administrative Agent that, on and as of the date hereof after giving effect theretoto this Second Amendment, (i) there shall exist no Default or Event of Default has occurred and is continuing or would result from giving effect to this Second Amendment and (ii) all the representations and warranties of contained in the Credit Parties contained herein or in Agreement and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and 3.19 of the Credit Agreement) are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof or, in the case of any representations and warranties that expressly relate to an earlier date, as though made as of such date (provided, that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality and provided, further, that for purposes of this Section 4, the representations and warranties contained in Sections 3.04(a) and 3.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements and Form 10-K furnished pursuant to Section 5.01(a) of the Credit Agreement) shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made. The acceptance of the benefits of (i) the Credit Events on the Closing Date shall constitute a representation applicable date, before and warranty by the Borrower after giving effect to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such Sectionthis Second Amendment.

No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects (or in the case of any representation and warranty that is already subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects (or in the case of any representation and warranty that is already subject to a materiality qualifier, true and correct) as of the date when made. The acceptance of the benefits of (i) the Credit Events on the Closing Date shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer Lender and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer Lender and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such Section.

No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects (or in the case of any representation and warranty already subject to a materiality qualifier, true and correctcorrect in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made. The acceptance of the benefits of (i) the Credit Events on the Closing Date shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such Section.. ARTICLE V.

No Default; Representations and Warranties. At On the time of each Credit Event and also after giving effect theretoEffective Date, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or and in the other Loan Credit Documents shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on the Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of the a specified date of such Credit Event, except shall be required to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been be true and correct in all material respects only as of the date when madesuch specified date). The acceptance occurrence of the benefits of (i) the Credit Events on the Closing Effective Date shall constitute a representation and warranty by each of the Borrower Borrowers to the Administrative Agent, the Swing Line Lender, each LC Issuer Agent and each of the Lenders that all of the applicable conditions specified in this Section 4.01 have been satisfied 6 exist as of the times Effective Date (except to the extent that any of the conditions specified in this Section 6 are required to be satisfactory to or determined by any Lender, the Required Lenders, the Collateral Agent and/or the Administrative Agent or otherwise expressly calls for a subjective determination to be made by any Lender, the Required Lenders, the Collateral Agent and/or the Administrative Agent). All of the Notes, certificates, legal opinions and other documents and papers referred to in such this Section and (ii) each Credit Event thereafter 6, unless otherwise specified, shall constitute a representation and warranty by the Borrower be delivered to the Administrative Agent, Agent at the Swing Line Lender, each LC Issuer and Notice Office for the benefit of each of the Lenders that all of and shall be in form and substance reasonably satisfactory to the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such SectionLenders.

No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made. The acceptance of the benefits of (i) the Credit Events on the Closing Date shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer Agent and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer Agent and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such Section.. REPRESENTATIONS AND WARRANTIES In order to induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans provided for herein, each of the Borrower and the PAC REIT makes the following representations and warranties to, and agreements with, the Administrative Agent and the Lenders, all of which shall survive the execution and delivery of this Agreement and each Credit Event:

No Default; Representations and Warranties. At On the time of each Credit Event and also after giving effect theretoEffective Date, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or and in the other Loan Credit Documents shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on the Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of the a specified date of such Credit Event, except shall be required to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been be true and correct in all material respects only as of the date when madesuch specified date). The acceptance occurrence of the benefits of (i) the Credit Events on the Closing Effective Date shall constitute a representation and warranty by Holdings, HMC Capital and the Borrower to each of the Administrative Agent, the Swing Line Lender, each LC Issuer Agents and each of the Lenders Banks that all of the applicable conditions specified in this Section 4.01 have been satisfied 4 exist as of the times Effective Date (except to the extent that any of the conditions specified in this Section 4 are required to be satisfactory to or determined by any Bank, the Required Banks, the Collateral Agent and/or the Administrative Agent or otherwise expressly calls for a subjective determination to be made by any Bank, the Required Banks, the Collateral Agent and/or the Administrative Agent). All of the Notes, certificates, legal opinions and other documents and papers referred to in such this Section and (ii) each Credit Event thereafter 4, unless otherwise specified, shall constitute a representation and warranty by the Borrower be delivered to the Administrative Agent, Agent at the Swing Line Lender, each LC Issuer and Notice Office for the benefit of each of the Lenders that all of Banks and shall be in form and substance reasonably satisfactory to the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such SectionBanks.

No Default; Representations and Warranties. At the time of each Credit Event Borrowing (other than any Borrowing on the Closing Date, and other than any Continuation or Conversion, but including, subject to Section 1.07, any Borrowing pursuant to Section 2.19) and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects (except that if any such representation or in the case of warranty contains any representation and warranty subject to a materiality qualifier, such representation or warranty shall be true and correctcorrect in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Credit EventBorrowing, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) as of the date when made. The acceptance of the benefits of (i) the each Credit Events on the Closing Date Event shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such SectionSections.

No Default; Representations and Warranties. At On the time of each Credit Event and also after giving effect theretoEffective ------------------------------------------ Date, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or and in the other Loan Credit Documents shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on the Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of the a specified date of such Credit Event, except shall be required to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been be true and correct in all material respects only as of the date when madesuch specified date). The acceptance occurrence of the benefits of (i) the Credit Events on the Closing Effective Date shall constitute a representation and warranty by each of Holdings and the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer Agent and each of the Lenders Banks that all of the applicable conditions specified in this Section 4.01 have been satisfied 4 exist as of the times Effective Date (except to the extent that any of the conditions specified in this Section 4 are required to be satisfactory to or determined by any Bank, the Required Banks, the Collateral Agent and/or the Administrative Agent or otherwise expressly calls for a subjective determination to be made by any Bank, the Required Banks, the Collateral Agent and/or the Administrative Agent). All of the Notes, certificates, legal opinions and other documents and papers referred to in such this Section and (ii) each Credit Event thereafter 4, unless otherwise specified, shall constitute a representation and warranty by the Borrower be delivered to the Administrative Agent, Agent at the Swing Line Lender, each LC Issuer and Notice Office for the benefit of each of the Lenders that all of Banks and shall be in form and substance reasonably satisfactory to the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such SectionBanks.

No Default; Representations and Warranties. At On the time of each Credit Event and also after giving effect theretoEffective ------------------------------------------ Date, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or and in the other Loan Credit Documents shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on the Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of the a specified date of such Credit Event, except shall be required to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been be true and correct in all material respects only as of the date when madesuch specified date). The acceptance occurrence of the benefits of (i) the Credit Events on the Closing Effective Date shall constitute a representation and warranty by the Borrower each Principal Credit Party to the Administrative Agent, the Swing Line Lender, each LC Issuer Agent and each of the Lenders Banks that all of the applicable conditions specified in this Section 4.01 have been satisfied 4 exist as of the times Effective Date (except to the extent that any of the conditions specified in this Section 4 are required to be satisfactory to or determined by any Bank, the Required Banks, the Collateral Agent and/or the Administrative Agent or otherwise expressly calls for a subjective determination to be made by any Bank, the Required Banks, the Collateral Agent and/or the Administrative Agent). All of the Notes, certificates, legal opinions and other documents and papers referred to in such this Section and (ii) each Credit Event thereafter 4, unless otherwise specified, shall constitute a representation and warranty by the Borrower be delivered to the Administrative Agent, Agent at the Swing Line Lender, each LC Issuer and Notice Office for the benefit of each of the Lenders that all of Banks and shall be in form and substance reasonably satisfactory to the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such SectionBanks.

No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects (except that if any such representation or in the case of warranty contains any representation and warranty subject to a materiality qualifier, such representation or warranty shall be true and correctcorrect in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) as of the date when made. The acceptance of the benefits of (i) the each Credit Events on the Closing Date Event shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer Issuing Bank and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied on and as of the times referred to in such Sectiondate of the applicable Credit Event.

No Default; Representations and Warranties. At In order to induce the time Replacement Term Lenders and the Administrative Agent to enter into this First Amendment, the Borrower represents and warrants to each of each Credit Event the Replacement Term Lenders and also the Administrative Agent that, on and as of the date hereof after giving effect theretoto this First Amendment, (i) there shall exist no Default or Event of Default has occurred and is continuing or would result from giving effect to this First Amendment and (ii) all the representations and warranties of contained in the Credit Parties contained herein or in Agreement and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and 3.19 of the Credit Agreement) are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof or, in the case of any representations and warranties that expressly relate to an earlier date, as though made as of such date; provided, that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all material respects (or in the case of any representation and warranty subject to a materiality qualifier, true and correct) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made. The acceptance of the benefits of (i) the Credit Events on the Closing Date shall constitute a representation applicable date, before and warranty by the Borrower after giving effect to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such Sectionthis First Amendment.

No Default; Representations and Warranties. At the time of each Credit Event and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Credit Documents shall be true and correct in all material respects (or except to the extent such representations and warranties are qualified with respect to materiality, in the which case of any representation such representations and warranty subject to a materiality qualifier, warranties are true and correctcorrect in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with respect to materiality, in which case such representations and warranties are true and correct in all respects) as of the date when made, and except that for purposes of this Section 6.2, the representations and warranties contained in clauses (a)(i) and (a)(ii) of Section 7.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.1. The acceptance of the benefits of (i) the each Credit Events on the Closing Date Event shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Letter of Credit Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 Sections 6.1 and 6.2 have been satisfied as of the times referred to in such Section and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such SectionSections.