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

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 Extension and also after giving effect thereto (a) except thereto, and in the case of the initial Credit Event to occur Extensions on the Closing Date, both before and after giving effect to the consummation of the Transactions: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and continuing, (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (except in the case of the initial Credit Extensions to occur on the Closing Date, in which case all representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct in all respects), in each case, with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event Extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, and except where such representations and warranties are that any representation or warranty that is qualified by as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties language shall be true and correct in all respects)respects on such respective dates, and (iii) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, such Credit Extension shall have been issued and remain in force by any Governmental Authority against the Borrower, the Administrative Agent, any Lender. The acceptance of the benefits of each such Credit Event Extension shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions contained in this Section 7.1 have been met specified above are satisfied as of such datethat time.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also after giving effect thereto (a) except in the case of the initial with respect to any Credit Event to occur on any date after the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except (i) in the case of the initial Credit Event to occur Events on the Closing Date, (x) the Closing Date Representations referred to in clause (a) of the definition of Closing Date Representations shall be true and correct as and to the extent required under Section 6.2(a) of the Merger Agreement (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) and (y) the Closing Date Representations referred to in clause (b) of the definition of Closing Date Representations shall be true and correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (ii) with respect to each other Credit Event, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

No Default; Representations and Warranties. The Subject to the immediately following paragraph, the agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit excluding, for the avoidance of doubt, the Closing Date) (for the avoidance of doubt, other than a conversion of Loans made pursuant to Section 2.1(d)(iianother Type or continuation of LIBOR Rate Loans) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 or waiver by the Administrative Agent (with the consent of the condition Required Lenders) of the following conditions precedent that at the time of each such Credit Event Extension after the Closing Date and also immediately after giving effect thereto thereto: (ai) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event continuing, and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects respects, in each case, with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event Extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, and except where such representations and warranties are that any representation or warranty that, by its terms, is qualified by as to “materiality”, “Material Adverse Effect” or similar languagelanguage or dollar thresholds, in which case such representations and warranties shall be true and correct in all respects)respects in accordance with its terms on such respective dates. The acceptance of the benefits of each such Credit Event Extension shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions contained specified above exist as of that time. Notwithstanding the foregoing, in connection with a Credit Extension constituting a funding of Incremental Term Loans to finance a Permitted Acquisition or permitted Investment (including a Limited Condition Acquisition) hereunder or for any other purpose contemplated by Section 2.01(d), the obligations of the Lenders and/or new Lenders to make such Incremental Term Loans hereunder pursuant to such Incremental Facility shall be subject solely to the satisfaction of the applicable conditions precedent provided for in Section 2.01(d) plus any other conditions precedent agreed to by the Borrower and the Lenders and/or new Lenders providing such Incremental Term Loans. Each Credit Extension after the Closing Date (including each Credit Extension consisting of a Borrowing of Incremental Term Loans) shall be deemed to constitute a representation and warranty by the Borrower on the date of such Credit Extension as to the applicable matters specified in paragraph (a) of this Section 7.1 have been met as of such date7.01.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii2.1(d) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding any Loans made on the Closing Date, Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) ), which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings Borrowings made pursuant to Section 2.14 (except to the extent set forth in Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 conditions precedent that at the time of each such Credit Event and also after giving effect thereto (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and the applicable LendersBorrowings) and the obligation of the Letter of Credit Issuer to issue, amend, extend or renew issue 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 (a) except in the case of the initial Credit Event Events to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language); provided that, in which the case of the initial Credit Event to occur on the Closing Date, such representations and warranties shall be true limited to the Specified Representations. For purposes of this Section 7.1, the Specified Representations shall mean the representations and correct warranties set forth in all respectsSections 8.1(a), 8.2 (other than clause (b) of the last sentence thereof), 8.5, 8.7 and, subject to the last paragraph of Section 6.2, section 3.3 of the Security Agreement and section 5(f) of the Pledge Agreement. The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date and the obligation of the Letter of Credit Issuer to issue, amend, extend or renew Letters of Credit on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii2.1(d) or pursuant to Section 3.4(a) or with respect to an amendment, extension or renewal of a Letter of Credit without any increase in the Stated Amount of such Letter of Credit, which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(iia) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also after giving effect thereto (a) except in the case of the initial other than any Credit Event to occur on the Closing DateDate or pursuant to any Loan made pursuant to Section 2.14 or 2.15 (which shall be subject to the applicable terms of Section 2.14 or 2.15, as applicable) or as set forth in Section 7.1(c)) (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects) as of such earlier date). (b) In the case of the making of any Delayed Draw Term Loan, at the time of each such Credit Event and after giving effect thereto (without netting any cash proceeds of such incurrence), the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio shall be no greater than 4.50:1.00 on a Pro Forma Basis (including any adjustments required by such definition as a result of a contemplated Permitted Acquisition or Permitted Investment); provided that, in the case of the making of any Delayed Draw Term Loan to finance a Limited Condition Transaction, at Borrower’s option, compliance with such ratio may be tested on the applicable LCT Test Date. (c) In the case of the making of any Delayed Draw Term Loans to finance a Limited Condition Transaction only, at the time of each such Credit Event and after giving effect thereto, (i) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing and (ii)(x) the Specified Representations and (y) the representations and warranties made by the target of the applicable Permitted Acquisition or Permitted Investment to which the proceeds of such Delayed Draw Term Loans are to be applied, with respect to such target, its subsidiaries and their respective businesses in the definitive agreement governing such Permitted Acquisition or Permitted Investment as are material to the interests of the Lenders (but only to the extent that the Borrower (or one of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or its Affiliates’) obligations under the such definitive agreement or decline to consummate such Permitted Acquisition or Permitted Investment as a result of a breach of such representations and warranties in such definitive agreement), in each case, shall be true and correct in all material respects (provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of the making of any such Delayed Draw Term Loans (except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar languageexpressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (provided that any such representations and warranties which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met ) as of such earlier date).

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Letter of Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) Participations which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 7.1 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may shall be subject to different the conditions precedent stated therein and representations, but only if so such other conditions precedent as may be agreed by the Borrower and 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 (a) except in the case of the initial with respect to any Credit Event to occur on occurring after the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party (and Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents) contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datedate and except, that for purposes of this Section 7.1 and except where such after the Initial Financial Statement Delivery Date, the representations and warranties are contained in Section 8.9(a) shall be deemed to refer to the most recent annual and quarterly Section 9.1 Financials then delivered hereunder); provided that any representation and warranty that is qualified by as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties language shall be true and correct in all respectsrespects on the date of such Credit Event or on such earlier date, as the case may be (after giving effect to such qualification); provided, further, that notwithstanding anything to the contrary in this Agreement or any other Credit Document, the only representations the accuracy of which shall be a condition to the availability of the Credit Facilities on the Closing Date shall be (i) the Specified Acquisition Agreement Representations and (ii) the Specified Representations. The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party (or Holdings, the Parent GPs and GP Entities, as applicable) to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also immediately after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect Default; provided that with respect to such any Credit Event with respect to Incremental Facilities or a Refinancing Amendment the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, to the extent agreed to by the lenders thereto, the references to Default or Event of Default in this Section 4.02(b) shall be deemed to refer solely to a Specified Event of Default and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) 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 where to the extent that such representations and warranties expressly relate to an earlier datespecified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datethe date when made or for the respective period, and except where such as the case may be; provided that with respect to any Incremental Facilities or a Refinancing Amendment the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the representations and warranties in this Section 4.02(b) shall be deemed to refer solely to the Specified Representations and the Specified Purchase Agreement Representations (in each case pursuant to the terms thereof) (it being understood and agreed that, to the extent any of the Specified Purchase Agreement Representations are qualified by materialityor subject to “material adverse effect” (or equivalent term defined in the acquisition, “Material Adverse Effect” merger or similar languageagreement in connection with such Permitted Acquisition or other Investment), in which case for purposes of the making of such representations and warranties Specified Purchase Agreement Representations as of the closing date of such Permitted Acquisition or Investment, the definition of “material adverse effect” (or equivalent term) shall be true qualified by the same exceptions and correct qualifications that apply to the definition of “closing date material adverse effect” (or equivalent term defined in all respectsthe acquisition, merger or similar agreement in connection with such Permitted Acquisition or Investment)). The acceptance Each Notice of Borrowing submitted by a Borrower after the benefits of each such Credit Event Third Amendment Effective Date shall constitute be deemed to be a representation and warranty by each Credit Party to each of the Lenders that the conditions contained specified in Section 4.02(b) (or, in the case of a Notice of Borrowing for an Incremental Facility or with respect to a Refinancing Amendment the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the conditions specified in the provisos in clauses (i) and (ii) of Section 7.1 4.02(b)) have been met satisfied on and as of such datethe date of the applicable Credit Event.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also immediately after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect Default; provided that with respect to such any Credit Event with respect to Incremental Facilities or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the references to Default or Event of Default in this Section 4.02(b) shall be deemed to refer solely to a Specified Event of Default and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) 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 where to the extent that such representations and warranties expressly relate to an earlier datespecified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datethe date when made or for the respective period, and except where such as the case may be; provided that with respect to any Incremental Facilities incurred pursuant to Section 2.18 or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the representations and warranties in this Section 4.02(b) shall be deemed to refer solely to the Specified Representations and the Specified Purchase Agreement Representations (in each case pursuant to the terms thereof) as a result of the breach of one or more of such representations in such acquisition agreement (it being understood and agreed that, to the extent any of the Specified Representations are qualified by materialityor subject to “material adverse effect” (or equivalent term defined in the acquisition, “Material Adverse Effect” merger or similar languageagreement in connection with such Permitted Acquisition or other Investment), in which case for purposes of the making of such representations and warranties Specified Representations as of the closing date of such Permitted Acquisition or Investment, the definition of “material adverse effect” (or equivalent term), shall be true qualified by the same exceptions and correct qualifications that apply to the definition of “closing date material adverse effect” (or equivalent term defined in all respectsthe acquisition, merger or similar agreement in connection with such Permitted Acquisition or Investment)). The acceptance Each Notice of Borrowing submitted by a Borrower after the benefits of each such Credit Event Closing Date shall constitute be deemed to be a representation and warranty by each Credit Party to each of the Lenders that the conditions contained specified in this Section 7.1 4.02(b) (or, in the case of a Borrowing Notice for an Incremental Facility, the conditions specified in the provisos in clauses (i) and (ii) of Section 4.02(b)) have been met satisfied on and as of the date of the applicable Credit Event. Notwithstanding the foregoing, Revolving Loans, issuances of Letters of Credit or Swing Line Loans shall not be available during the Specified Contribution Period until such datetime as the Specified Equity Contribution has been made.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect Default; provided that with respect to such any Credit Event with respect to Incremental Facilities or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition or Investment or other investment permitted by this Agreement, the references to Default or Event of Default in this Section 4.02(b) shall be deemed to refer solely to a Specified Event of Default and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) 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 where to the extent that such representations and warranties expressly relate to an earlier datespecified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datethe date when made or for the respective period, and except where such as the case may be; provided that with respect to any Incremental Facilities or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition or similar Investment permitted by this Agreement, the representations and warranties in this Section 4.02(b) shall be deemed to refer solely to the Specified Representations and the Specified Acquisition Agreement Representations (in each case pursuant to the terms thereof) as a result of the breach of one or more of such representations in such acquisition agreement (it being understood and agreed that, to the extent any of the Specified Representations are qualified by materialityor subject to “material adverse effect” (or equivalent term defined in the acquisition, “Material Adverse Effect” merger or similar languageagreement in connection with such Permitted Acquisition or Investment), in which case for purposes of the making of such representations and warranties Specified Representations as of the closing date of such Permitted Acquisition or Investment, the definition of “material adverse effect” (or equivalent term), shall be true qualified by the same exceptions and correct qualifications that apply to the definition of “closing date material adverse effect” (or equivalent term defined in all respectsthe acquisition, merger or similar agreement in connection with such Permitted Acquisition or Investment)). The acceptance Each Notice of Borrowing submitted by a Borrower after the benefits of each such Credit Event Closing Date shall constitute be deemed to be a representation and warranty by each Credit Party to each of the Lenders that the conditions contained specified in this Section 7.1 4.02(b) (or, in the case of a Borrowing Notice for an Incremental Facility, the conditions specified in the provisos in clauses (i) and (ii) of Section 4.02(b)) have been met satisfied on and as of such datethe date of the applicable Credit Event.

No Default; Representations and Warranties. The agreement obligation of each Lender to make any Loan requested Delayed Draw Term Loans hereunder is subject to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard the fulfillment, to the satisfaction of the condition set forth in this Section 7 Agent and excluding borrowings made pursuant to Section 2.14each Lender, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 Borrowing and also after giving effect thereto thereto: (ai) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of prior to and immediately after giving effect to such Credit Event and (b) except in Delayed Draw Term Loan, the case application of the initial Credit Event to occur on the Closing Dateproceeds therefrom and any acquisition or investment consummated in connection therewith, (ii) all representations and warranties made by any Credit each Loan Party contained herein or and in the other Credit Loan Documents shall be true and correct in all material respects respects, in each case, with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where Borrowing; provided that in the case of any representation or warranty that expressly relates to a given date or period, such representations representation and warranties expressly relate to an earlier date, in which case such representations and warranties warranty shall have been be true and correct in all material respects as of such earlier datethe respective date or for the respective period, and except where such as the case may be; provided, further, that if any of the representations and warranties are qualified by materialityor subject to a “material adverse effect”, “Material Adverse Effectmaterial adverse change” or similar languageterm or qualification, in which case such representations and warranties shall be true and correct in all respects), and (iii) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, such Borrowing shall have been issued and remain in force by any Governmental Authority against the Borrowers, the Agent or any Lender. The acceptance of the benefits of each such Credit Event Borrowing shall constitute a representation and warranty by each Credit Loan Party to each of the Lenders that all the applicable conditions contained in this Section 7.1 have been met specified above are satisfied as of such datethat time.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 Extension and also after giving effect thereto (a) except thereto, and in the case of the initial Credit Event to occur Extensions on the Closing Date, both before and after giving effect to the consummation of the Transactions: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and continuing, (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (except in the case of the initial Credit Extensions to occur on the Closing Date, in which case all representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct in all respects (provided, that (i) with respect to the perfection of security interests in UCC Filing Collateral and IP Filings, the sole obligation of the Credit Parties shall be to deliver, or cause to be delivered, necessary UCC financing statements and the IP Security Agreement to the Collateral Agent or irrevocably authorize and cause the Credit Parties to irrevocably authorize the Collateral Agent to file necessary UCC financing statements and the IP Security Agreements, (ii) with respect to perfection of security interests in Stock Certificates, the sole obligation of the Credit Parties shall be to deliver, or cause to be delivered, to the Collateral Agent Stock Certificates together with undated stock powers executed in blank, and (iii) other than with respect to any UCC Filing Collateral, Stock Certificates and IP Filings, to the extent any Collateral is not provided on the Closing Date after the use by the Credit Parties of commercially reasonable efforts to do so, such Collateral may be delivered after the Closing Date pursuant to arrangements and timing as set forth in this Agreement or reasonably satisfactory to the Collateral Agent)), in each case, with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event Extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, and except where such representations and warranties are that any representation or warranty that is qualified by as to “materiality”, “Closing Date Material Adverse Effect”, “Material Adverse Effect” or similar language, in which case such representations and warranties language shall be true and correct in all respects)respects on such respective dates and (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, such Credit Extension shall have been issued and remain in force by any Governmental Authority against the Borrower, any Agent or any Lender. The acceptance of the benefits of each such Credit Event Extension shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions contained in this Section 7.1 have been met specified above exist as of such datethat time.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a‎3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 ‎7 and excluding borrowings made pursuant to Section 2.14‎2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 ‎7.1 have been met as of such date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also immediately after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect Default; provided that with respect to such any Credit Event with respect to Incremental Facilities or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the references to Default or Event of Default in this Section 4.02(b) shall be deemed to refer solely to a Specified Event of Default and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) 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 where to the extent that such representations and warranties expressly relate to an earlier datespecified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datethe date when made or for the respective period, and except where such as the case may be; provided that with respect to any Incremental Facilities incurred pursuant to Section 2.16 or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the representations and warranties in this Section 4.02(b) shall be deemed to refer solely to the Specified Representations and the Specified Purchase Agreement Representations (in each case pursuant to the terms thereof) as a result of the breach of one or more of such representations in such acquisition agreement (it being understood and agreed that, to the extent any of the Specified Representations are qualified by materialityor subject to “material adverse effect” (or equivalent term defined in the acquisition, “Material Adverse Effect” merger or similar languageagreement in connection with such Permitted Acquisition or other Investment), in which case for purposes of the making of such representations and warranties Specified Representations as of the closing date of such Permitted Acquisition or Investment, the definition of “material adverse effect” (or equivalent term), shall be true qualified by the same exceptions and correct qualifications that apply to the definition of “closing date material adverse effect” (or equivalent term defined in all respectsthe acquisition, merger or similar agreement in connection with such Permitted Acquisition or Investment)). The acceptance Each Notice of Borrowing submitted by a Borrower after the benefits of each such Credit Event Closing Date shall constitute be deemed to be a representation and warranty by each Credit Party to each of the Lenders that the conditions contained specified in this Section 7.1 4.02(b) (or, in the case of a Borrowing Notice for an Incremental Facility, the conditions specified in the provisos in clauses (i) and (ii) of Section 4.02(b) have been met satisfied on and as of the date of the applicable Credit Event. Notwithstanding the foregoing, Revolving Loans, issuances of Letters of Credit or Swing Loans shall not be available during the Specified Contribution Period until such datetime as the Specified Equity Contribution has been made.

No Default; Representations and Warranties. The agreement of In order to induce the Revolving Lenders, the 2015 Term Loan Lenders, the Administrative Agent and the Collateral Agent to enter into this First Amendment and Restatement Agreement, the Borrower represents and warrants to each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14Revolving Lenders, Section 2.15 and/or Section 2.17the 2015 Term Loan Lenders, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower Administrative Agent and the applicable Lenders) Collateral Agent that, on and the obligation as 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 hereof after giving effect thereto to this First Amendment and Restatement Agreement, (ai) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have has occurred and be is continuing at the time of and after or would result from giving effect to such Credit Event this First Amendment and Restatement Agreement and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the Amended and Restated Credit 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 Amended and Restated Credit Documents shall be Agreement) are true and correct in all material respects on and as of the date hereof with the same effect as though such representations and warranties had been if made on and as of the date of such Credit Event (hereof except where to the extent that such representations and warranties expressly relate to an earlier date, date and in which such case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided, and except where such representations and warranties are that any representation or warranty that is qualified by materiality, 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” or similar language, in which case such representations and warranties shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects). The acceptance respects as of the benefits of each such Credit Event shall constitute a representation applicable date, before and warranty by each Credit Party after giving effect to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such dateFirst Amendment and Restatement Agreement.

No Default; Representations and Warranties. The agreement of After giving effect to each Lender Credit Extension occurring on the Closing Date and the other transactions contemplated hereby to make any Loan requested to be made by it occur on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard prior to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 Closing Date (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made on the Closing Date by any Credit Loan Party contained herein or in the other Credit Loans Documents shall be true and correct in all material respects with the same effect (except that any representation and warranty that is qualified as though such representations to "materiality" or "Material Adverse Effect" shall be true and warranties had been made on and correct in all respects) as of the date of such Credit Event Closing Date (except where such representations and warranties expressly relate to an earlier date); provided, in which case that with respect to the initial Credit Extension hereunder, with respect to the representations and warranties made by the Acquired Business (x) any breach of any such representations and warranties shall have been true not constitute a failure to satisfy the condition set forth is this clause (q) unless (A) such breach also constitutes a breach of a representation or warranty in the Acquisition Agreement that is material to the interests of the Lenders and correct would result in all material respects as Borrower having a right to terminate its obligations thereunder or (b) such breach is a breach of such earlier date, and except where such any of the representations and warranties are qualified set forth in Sections 3.01, 3.02, 3.10 and 3.11 and (y) any Default or Event of Default resulting from any breach of any representation or warranty made by materialityany Loan Party pursuant to any Loan Document, “Material Adverse Effect” or similar language, in which case other than (X) to the extent such representations and warranties shall be true and correct in all respects). The acceptance breach is material to the interests of the benefits Lenders and also constitutes a breach of each such Credit Event shall constitute a representation and warranty by each Credit Party in the Acquisition Agreement that would result in Borrower having a right to each terminate its obligations thereunder or (Y) any breach of the Lenders that the conditions contained representations and warranties set forth in Sections 3.01, 3.02, 3.10 and 3.11, shall in each case not constitute a Default or Event of Default for purposes of this Section 7.1 have been met as of such dateclause (q).

No Default; Representations and Warranties. The agreement of In order to induce the Revolving Lenders, the 2015 Term Loan Lenders the Administrative Agent and the Collateral Agent to enter into this First Amendment and Restatement Agreement, the Borrower represents and warrants to each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14Revolving Lenders, Section 2.15 and/or Section 2.17the 2015 Term Loan Lenders, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower Administrative Agent and the applicable Lenders) Collateral Agent that, on and the obligation as 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 hereof after giving effect thereto to this First Amendment and Restatement Agreement, (ai) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have has occurred and be is continuing at the time of and after or would result from giving effect to such Credit Event this First Amendment and Restatement Agreement and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the Credit 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 Documents shall be Agreement) are true and correct in all material respects on and as of the date hereof with the same effect as though such representations and warranties had been if made on and as of the date of such Credit Event (hereof except where to the extent that such representations and warranties expressly relate to an earlier date, date and in which such case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided, and except where such representations and warranties are that any representation or warranty that is qualified by materiality, 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” or similar language, in which case such representations and warranties shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects). The acceptance respects as of the benefits of each such Credit Event shall constitute a representation applicable date, before and warranty by each Credit Party after giving effect to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such dateFirst Amendment and Restatement Agreement.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also immediately after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect Default; provided that with respect to such any Credit Event with respect to Incremental Facilities or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, to the extent agreed to by the lenders thereto, the references to Default or Event of Default in this Section 4.02(b) shall be deemed to refer solely to a Specified Event of Default and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) 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 where to the extent that such representations and warranties expressly relate to an earlier datespecified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datethe date when made or for the respective period, and except where such as the case may be; provided that with respect to any Incremental Facilities incurred pursuant to Section 2.16 or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the representations and warranties in this Section 4.02(b) shall be deemed to refer solely to the Specified Representations and the Specified Purchase Agreement Representations (in each case pursuant to the terms thereof) as a result of the breach of one or more of such representations in such acquisition agreement (it being understood and agreed that, to the extent any of the Specified Purchase Agreement Representations are qualified by materialityor subject to “material adverse effect” (or equivalent term defined in the acquisition, “Material Adverse Effect” merger or similar languageagreement in connection with such Permitted Acquisition or other Investment), in which case for purposes of the making of such representations and warranties Specified Purchase Agreement Representations as of the closing date of such Permitted Acquisition or Investment, the definition of “material adverse effect” (or equivalent term), shall be true qualified by the same exceptions and correct qualifications that apply to the definition of “closing date material adverse effect” (or equivalent term defined in all respectsthe acquisition, merger or similar agreement in connection with such Permitted Acquisition or Investment)). The acceptance Each Notice of Borrowing submitted by a Borrower after the benefits of each such Credit Event ClosingThird Amendment Effective Date shall constitute be deemed to be a representation and warranty by each Credit Party to each of the Lenders that the conditions contained specified in Section 4.02(b) (or, in the case of a Notice of Borrowing for an Incremental Facility or with respect to a Refinancing Amendment the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the conditions specified in the provisos in clauses (i) and (ii) of Section 7.1 4.02(b)) have been met satisfied on and as of the date of the applicable Credit Event. Notwithstanding the foregoing, Revolving Loans, issuances of Letters of Credit or Swing Loans shall not be available during the Specified Contribution Period until such datetime as the Specified Equity Contribution has been made pursuant to Section 7.06.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be 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) 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 where 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 (except that if any such earlier daterepresentation or warranty contains any materiality qualifier, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” representation or similar language, in which case such representations and warranties warranty shall be true and correct in all respects) as of the date when made. In addition to other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no LC Issuer will be required to issue, amend or increase any Letter of Credit and the Swing Line Lender will not be required to make any Swing Line Loans, unless in each case it is satisfied that all related LC Outstandings and Swing Line Exposure of such Defaulting Lender or Potential Defaulting Lender is fully covered or eliminated by any combination satisfactory to the LC Issuer or the Swing Line Lender, as the case may be, of the following: (i) in the case of a Defaulting Lender, the LC Outstandings and Swing Line Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit and Swing Line Exposure, to the Non-Defaulting Lenders as provided in Section 11.26(h); and (ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 11.26(h), the Borrower Cash Collateralizes its payment and reimbursement obligations with respect to such Letter of Credit or Swing Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swing Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the LC Issuer and the Swing Line Lender, as the case may be, to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the LC Issuer, the Swing Line Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender. The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by the Borrower to the Administrative Agent, the Swing Line Lender, each Credit Party to LC Issuer and each of the Lenders that all of the applicable conditions contained specified in this Section 7.1 4.01 and Section 4.02 have been met satisfied as of the times referred to in such dateSections.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event the making of any Loans hereunder and also after giving effect thereto (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and Default, (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of the making of such Credit Event Loans (except where such representations it being understood and warranties expressly relate agreed that any representation or warranty which by its terms is made as of a specified date shall be required to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects only as of such earlier specified date), and except where such (iii) all representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, of Cigar and the other Co-Borrowers contained in which case such representations and warranties the Permanent Credit Agreement shall be true and correct in all respects)material respects with the same effect as though such representations and warranties had been on the date of the making of such Loans (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date) and (iv) there shall have occurred no event or circumstance having a Material Adverse Effect on Co-Borrowers or Cigar. The request and acceptance by Co-Borrowers of the benefits proceeds of each any Loan shall be deemed to constitute, as of the date of such Credit Event shall constitute request or acceptance, (i) a representation and warranty by each Credit Party to each of the Lenders Co-Borrowers that the conditions contained in this Section 7.1 2.11 have been met as satisfied and (ii) a reaffirmation by Co-Borrowers of such datethe granting and continuance of Administrative Agent's Liens, on behalf of itself and Lenders, pursuant to the Pledge Agreement.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Letter of Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) Participations which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 7.1 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.172.14 and 2.15, which may shall be subject to different the conditions precedent stated therein and representations, but only if so such other conditions precedent as may be agreed by the Borrower and 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 (a) except in the case of the initial with respect to any Credit Event to occur on occurring after the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party (and Holdings, each Parent GP and each GP Entity that is a party to any of the Credit Documents) contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datedate and except, that for purposes of this Section 7.1 and except where such after the Initial Financial Statement Delivery Date, the representations and warranties are contained in Section 8.9(a) shall be deemed to refer to the most recent annual (and, if more recent, any subsequent quarterly) Section 9.1 Financials then delivered hereunder); provided that any representation and warranty that is qualified by as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties language shall be true and correct in all respects). The acceptance respects on the date of the benefits of each such Credit Event or on such earlier date, as the case may be (after giving effect to such qualification); provided, further, that notwithstanding anything to the contrary in this Agreement or any other Credit Document, the only representations the accuracy of which shall constitute be a representation and warranty by each Credit Party condition to each the availability of the Lenders that Credit Facilities on the conditions contained in this Section 7.1 have been met as of such date.Closing Date shall be (i) the Specified Acquisition Agreement Representations and (ii)

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also immediately after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect Default; provided that with respect to such any Credit Event with respect to Incremental Facilities or a Refinancing Amendment the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, to the extent agreed to by the lenders thereto, the references to Default or Event of Default in this Section 4.02(b) shall be deemed to refer solely to a Specified Event of Default and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) 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 where to the extent that such representations and warranties expressly relate to an earlier datespecified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datethe date when made or for the respective period, and except where such as the case may be; provided that with respect to any Incremental Facilities or a Refinancing Amendment the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the representations and warranties in this Section 4.02(b) shall be deemed to refer solely to the Specified Representations and the Specified Purchase Agreement Representations (in each case pursuant to the terms thereof) (it being understood and agreed that, to the extent any of the Specified Purchase Agreement Representations are qualified by materialityor subject to “material adverse effect” (or equivalent term defined in the acquisition, “Material Adverse Effect” merger or similar languageagreement in connection with such Permitted Acquisition or other Investment), in which case for purposes of the making of such representations and warranties Specified Purchase Agreement Representations as of the closing date of such Permitted Acquisition or Investment, the definition of “material adverse effect” (or equivalent term) shall be true qualified by the same exceptions and correct qualifications that apply to the definition of “closing date material adverse effect” (or equivalent term defined in all respectsthe acquisition, merger or similar agreement in connection with such Permitted Acquisition or Investment)). The acceptance Each Notice of Borrowing submitted by a Borrower after the benefits of each such Credit Event ThirdFifth Amendment Effective Date shall constitute be deemed to be a representation and warranty by each Credit Party to each of the Lenders that the conditions contained specified in Section 4.02(b) (or, in the case of a Notice of Borrowing for an Incremental Facility or with respect to a Refinancing Amendment the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the conditions specified in the provisos in clauses (i) and (ii) of Section 7.1 4.02(b)) have been met satisfied on and as of such datethe date of the applicable Credit Event.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event Loan and also after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (Loan, except where 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 such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects)the date when made. The acceptance of the benefits of each such Credit Event Loan shall constitute a representation and warranty by each Credit Party the Borrower to each of the Lenders that all of the applicable conditions contained specified in sections 6.1, 6.2, 6.3 and/or 6.4, as the case may be, exist as of that time. Those certificates, legal opinions and other documents and papers referred to in this Section 7.1 have been met section 6 as being deliverable only to the Administrative Agent or the Collateral Agent need not be delivered to the Lenders. Those certificates, legal opinions and other documents and papers referred to in this section 6 as being deliverable to the Lenders or to the Administrative Agent for the account of the Lenders shall be delivered to the Administrative Agent for the account of each of the Lenders and, except for the Notes, in sufficient counterparts for each of the Lenders, and the Administrative Agent will promptly distribute to the Lenders their respective Notes and the copies of such dateother certificates, legal opinions and documents. For the convenience of the parties hereto, Annex V to this Agreement contains a Qualified Project Construction Loan Checklist which is intended to be used by the parties in satisfying the requirements of this Agreement with respect to the qualification and financing of Projects hereunder. In the event of any inconsistency between the terms of Annex V and any of the terms or conditions of this Agreement or the other Credit Documents, the terms and conditions of this Agreement and the other Credit Documents shall control.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event Loan and also after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (Loan, except where 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 such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects)the date when made. The acceptance of the benefits of each such Credit Event Loan shall constitute a representation and warranty by each Credit Party the Company to each of the Lenders that all of the applicable conditions contained specified in sections 6.1, 6.2, 6.3 and/or 6.4, as the case may be, exist as of that time. Those certificates, legal opinions and other documents and papers referred to in this Section 7.1 have been met section 6 as being deliverable only to the Administrative Agent or the Collateral Agent need not be delivered to the Lenders. Those certificates, legal opinions and other documents and papers referred to in this section 6 as being deliverable to the Lenders or to the Administrative Agent for the account of the Lenders shall be delivered to the Administrative Agent for the account of each of the Lenders and, except for the Notes, in sufficient counterparts for each of the Lenders, and the Administrative Agent will promptly distribute to the Lenders their respective Notes and the copies of such dateother certificates, legal opinions and documents. For the convenience of the parties hereto, Annex VI to this Agreement contains a Qualified Project Construction Loan Checklist which is intended to be used by the parties in satisfying the requirements of this Agreement with respect to the qualification and financing of Projects hereunder. In the event of any inconsistency between the terms of Annex VI and any of the terms or conditions of this Agreement or the other Credit Documents, the terms and conditions of this Agreement and the other Credit Documents shall control.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also after giving effect thereto (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as the date of the date making of such Credit Event (except where such representations it being understood and warranties expressly relate agreed that any representation or warranty which by its terms is made as of a specified date shall be required to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects only as of such earlier a specified date, and except where such representations it being further understood and warranties are qualified by materialityagreed that (x) so long as (A) there is sufficient availability under the Total Revolving Loan Commitment as determined in accordance with Sections 1.01(a) and/or (b), “Material Adverse Effect” (B) no Default or similar languageEvent of Default under Section 10.05 shall have occurred and be continuing and (C) the Loans shall not have been accelerated pursuant to Section 10, in which case such representations and warranties the Borrower shall be true entitled to request a Borrowing of Revolving Loans and/or Swingline Loans the proceeds of which shall be used solely to repay any Unpaid Drawings then outstanding in accordance with Section 2.05(a) and correct in all respects). The acceptance (y) any Unpaid Drawing that remains unpaid for five Business Days or less from the date that the Borrower receives notice of the benefits respective Drawing shall not prevent the Borrowing of each such Credit any Revolving Loans and/or Swingline Loans for which a Notice of Borrowing has theretofore been given so long as no other Default or Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained Default is then in this Section 7.1 have been met as of such dateexistence).

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 2.14 and/or Section 2.172.15, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Letter of Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) Participations which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 7.1 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may shall be subject to different conditions precedent and representations, but only if so representations to be agreed by the Borrower and upon with the applicable Lenders) and the obligation of the 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 (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier 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 except where such representations and warranties are warranty that is qualified by as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties language shall be true and correct in all respectsrespects on the date of 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 each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.. 143

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and the applicable Lenders) and the obligation of the Letter of Credit Issuer to issue, amend, extend or renew issue Letters of Credit on any date is subject to the satisfaction of the condition precedent that at the time of each such Credit Event Extension and also after giving effect thereto (a) except thereto, and in the case of the initial Credit Event to occur Extensions on the Closing Date, both before and after giving effect to the consummation of the Transactions, except to the extent waived in writing by the Required Revolving Lenders: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and continuing, (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (except in the case of the initial Credit Extensions to occur on the Closing Date, in which case all representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct in all respects), in each case, with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event Extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, and except where such representations and warranties are that any representation or warranty that is qualified by as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties language shall be true and correct in all respects)respects on such respective dates and (iii) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, such Credit Extension shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender or the Letter of Credit Issuer. The acceptance of the benefits of each such Credit Event Extension shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions contained in this Section 7.1 have been met specified above exist as of such date.that time. 77

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 Extension and also after giving effect thereto (a) except thereto, and in the case of the initial Credit Event Extension, both before and after giving effect to occur on the Closing Date, consummation of the Transactions: (a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and continuing, (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party the Borrower contained herein or in the other Credit Documents shall be true and correct in all material respects (provided, that in the case of an initial Credit Extension that occurs on the Closing Date, other than the entry of the Order, (i) with respect to the perfection of security interests in UCC Filing Collateral, the sole obligation of the Borrower shall be to deliver, or cause to be delivered, necessary UCC financing statements to the Collateral Agent or irrevocably authorize and cause the Borrower to irrevocably authorize the Collateral Agent to file necessary UCC financing statements, (ii) with respect to perfection of security interests in Stock Certificates, the sole obligation of the Borrower shall be to deliver, or cause to be delivered, to the Collateral Agent Stock Certificates (other than any certificates that are Excluded Certificates, for which delivery to the Collateral Agent shall not be required) together with undated stock powers executed in blank, and (iii) other than with respect to any UCC Filing Collateral, Stock Certificates and IP Filings, to the extent any Collateral is not provided on the Closing Date after the use by the Borrower of commercially reasonable efforts to do so, such Collateral may be delivered after the Closing Date pursuant to arrangements and timing as set forth in this Agreement or reasonably satisfactory to the Collateral Agent), in each case, with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event Extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, and except where such representations and warranties are that any representation or warranty that is qualified by as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties language shall be true and correct in all respects)respects on such respective dates and (c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, such Credit Extension shall have been issued and remain in force by any Governmental Authority against the Borrower, any Agent or any Lender. The acceptance of the benefits of each such Credit Event Extension shall constitute a representation and warranty by each Credit Party the Borrower to each of the Lenders that all the applicable conditions contained in this Section 7.1 have been met specified above exist as of such datethat time.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 Extension and also after giving effect thereto (a) except thereto, and in the case of the initial Credit Event to occur Extensions on the Closing Date, both before and after giving effect to the consummation of the Transactions: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and continuing, (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (except in the case of the initial Credit Extensions to occur on the Closing Date, in which case all representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct in all respects), in each case, with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event Extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, and except where such representations and warranties are that any representation or warranty that is qualified by as to “materiality, ,” “Material Adverse Effect” or similar language, in which case such representations and warranties language shall be true and correct in all respects)respects on such respective dates, and (iii) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, such Credit Extension shall have been issued and remain in force by any Governmental Authority against the Borrower, the Administrative Agent, any Lender. The acceptance of the benefits of each such Credit Event Extension shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions contained in this Section 7.1 have been met specified above are satisfied as of such datethat time.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be true and correct in all material respects (except for those representations and warranties that are conditioned by “materiality” or “material adverse effect”, which shall be true and correct 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 (Event, except where 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 such earlier datethe date when made. In addition, with respect to any Letter of Credit, the Administrative Agent shall have received all other information required by the applicable Letter of Credit Application, and except where such representations other documents or information as the Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. Without limiting the generality of the foregoing, (A) in the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in detail reasonably satisfactory to the Issuing Bank: (1) the proposed issuance date of the requested Letter of Credit (which case such representations and warranties shall be true a Business Day); (2) the amount thereof; (3) the expiry date thereof; (4) the name and correct address of the beneficiary thereof; (5) the documents to be presented by such beneficiary in all respectscase of any drawing thereunder; (6) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (7) the purpose and nature of the requested Letter of Credit; and (8) such other matters as the Issuing Bank may reasonably require, and (B) in the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Bank (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Issuing Bank may reasonably require. The acceptance of the benefits of each such (i) the Credit Event Events on the Closing Date shall constitute a representation and warranty by each Credit Party the Borrower to the Administrative Agent and each of the Lenders that all of the applicable conditions contained specified in this Section 7.1 Sections 4.01 and 4.02 have been met satisfied as of the times referred to in such dateSection, and (ii) each Credit Event thereafter shall constitute a representation and warranty by the Borrower to the Administrative 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. The Subject to the immediately following paragraph, the agreement of each Lender to make any Loan (other than any Delayed Draw Term Loans) requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard including, for the avoidance of doubt, the Closing Date, subject to the satisfaction last paragraph of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14Article VI), Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and the applicable Lenders) and the obligation of the Letter of Credit Issuer to issue, amend, extend or renew issue Letters of Credit (for the avoidance of doubt, other than a conversion of Loans to another Type or the continuation of LIBOR Rate Loans) on any date is subject to the satisfaction or waiver of the condition following conditions precedent that at the time of each such Credit Event Extension after the Closing Date and also immediately after giving effect thereto thereto: (ai) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event continuing, and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects respects, in each case, with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event Extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, and except where such representations and warranties are that any representation or warranty that, by its terms, is qualified by as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects)respects in accordance with its terms on such respective dates. The acceptance of the benefits of each such Credit Event Extension shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions contained specified above exist as of that time. Notwithstanding the foregoing, in connection with a Credit Extension constituting a funding of Incremental Term Loans to finance a Limited Condition Acquisition, the obligations of the Lenders and/or new Lenders to make such Incremental Term Loans hereunder pursuant to such Incremental Term Loan Commitment shall be subject solely to the satisfaction of the applicable conditions precedent provided for in Section 2.01(d) plus any other conditions precedent agreed to by the Borrower and the Lenders and/or new Lenders providing such Incremental Term Loans. Each Credit Extension (including each Credit Extension consisting of a Borrowing of Incremental Term Loans) shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Extension as to the applicable matters specified in paragraph (a) of this Section 7.1 have been met as of such date7.01.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and the applicable Lenders) and the obligation of the Letter of Credit Issuer Issuing Lender 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 (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Loan Party contained herein or in the other Credit Loan Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Loan Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also after giving effect thereto (a) except in the case of the initial with respect to any Credit Event to occur on any date after the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except (i) in the case of the initial Credit Event to occur Events on the Closing Date, (x) the Closing Date Representations referred to in clause (a) of the definition of Closing Date Representations shall be true and correct as and to the extent required under Section 6.2(a) of the Merger Agreement (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) and (y) the Closing Date Representations referred to in clause (b) of the definition of Closing Date Representations shall be true and correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (ii) with respect to each other Credit Event, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.7.2

No Default; Representations and Warranties. The (i) Subject to the following Section 7.01(a)(iii), the agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and the applicable Lenders) and the obligation of the Letter of Credit Issuer to issue, amend, extend or renew issue Letters of Credit (for the avoidance of doubt, other than a conversion of Loans to another Type or the continuation of Eurodollar Loans) on any date is subject to the satisfaction or waiver of the condition following conditions precedent that at the time of each such Credit Event Extension and also immediately after giving effect thereto thereto: (aA) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (bprovided, that this clause (A) except shall not apply in the case of the initial Credit Event to occur Extensions on the Closing Date; provided, further, that with respect to any Incremental Facility incurred in connection with any Limited Condition Acquisition, no Specified Event of Default shall exist at the time the definitive documentation for such Limited Condition Acquisition is executed and no Specified Event of Default shall exist at the time the Limited Condition Acquisition is consummated), and (B) all representations and warranties made by any each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (except in the case of the initial Credit Extensions to occur on the Closing Date, in which case only (i) the Specified Representations made by each Credit Party contained herein shall be true and correct in all material respects on or as of the Closing Date and (ii) the Acquisition Agreement Representations shall be true and correct in all material respects on or as of the Closing Date; provided that, in each case of clauses (i) and (ii) above, to the extent any of the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of “Company Material Adverse Effect” for purposes of an such representation and warranties made or deemed made on, or as of the Closing Date (or any date prior thereto)), in each case, with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event Extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, and except where such representations and warranties are that any representation or warranty that, by its terms, is qualified by as to “materiality”, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance respects in accordance with its terms on such respective dates, (ii) [Reserved]. (iii) Notwithstanding the foregoing, in connection with a Credit Extension constituting a funding of Incremental Term Loans to finance a Limited Condition Acquisition, the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each obligations of the Lenders and/or new Lenders to make such Incremental Term Loans hereunder pursuant to such Incremental Term Loan Commitment shall be subject solely to the satisfaction of the applicable conditions precedent provided for in Section 2.01(c) plus any other conditions precedent agreed to by the Administrative Borrower and the Lenders and/or new Lenders providing such Incremental Term Loans; provided, that, for Incremental Term Loans funded to finance a Limited Condition Acquisition, (x) Section 7.01(a)(i)(A) shall be subject to Section 2.01(c)(iv)(A) and (y) Section 7.01(a)(i)(B) shall be subject to customary “Sungard” limitations consistent with those that apply under this Agreement in respect of the conditions contained in this Section 7.1 have been met as of such dateinitial funding on the Closing Date.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect Default; provided that with respect to such any Credit Event with respect to Incremental Facilities incurred pursuant to Section 2.18, the proceeds of which are used to finance a Permitted Acquisition or similar Investment permitted by this Agreement, the references to Default or Event of Default in this Section 4.02(b) shall be deemed to refer solely to a Specified Event of Default and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) 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 where to the extent that such representations and warranties expressly relate to an earlier datespecified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datethe date when made or for the respective period, and except where such as the case may be; provided that with respect to any Incremental Facilities incurred pursuant to Section 2.18, the proceeds of which are used to finance a Permitted Acquisition or similar Investment permitted by this Agreement, the representations and warranties in this Section 4.02(b) shall be deemed to refer solely to the Specified Representations and the Specified Purchase Agreement Representations (in each case pursuant to the terms thereof) as a result of the breach of one or more of such representations in such acquisition agreement (it being understood and agreed that, to the extent any of the Specified Representations are qualified or subject to “material adverse effect” (or equivalent term), for purposes of the making of such Specified Representations as of the closing date of such Permitted Acquisition or Investment, the definition of “material adverse effect” (or equivalent term), shall be qualified by materiality, the same exceptions and qualifications that apply to the definition of “Closing Date Material Adverse Effect” (or similar language, equivalent term defined in which case the acquisition agreement in connection with such representations and warranties Permitted Acquisition)). Each Notice of Borrowing submitted by a Borrower after the Closing Date shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute deemed to be a representation and warranty by each Credit Party to each of the Lenders that the conditions contained specified in this Section 7.1 4.02(b) (or, in the case of a Borrowing Notice for an Incremental Facility, the conditions specified in the provisos in clauses (i) and (ii) of Section 4.02(b)) have been met satisfied on and as of such datethe date of the applicable Credit Event.

No Default; Representations and Warranties. The agreement of In order to induce the Extending Revolving Lenders and the Administrative Agent to enter into this Fifth Amendment, the Borrower represents and warrants to each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower Extending Revolving Lenders and the applicable Lenders) Administrative Agent that, on and the obligation as 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 hereof after giving effect thereto to this Fifth Amendment, (ai) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have has occurred and be is continuing at the time of and after or would result from giving effect to such Credit Event this Fifth Amendment and (bii) except the representations and warranties contained in the Credit 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 the initial Credit Event to occur on the Closing Date, all 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 Credit Party contained herein representation or warranty that excludes circumstances that would not result in the other Credit Documents 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 with as of the same effect as though such applicable date; and provided, further, that for purposes of this Section Five, the representations and warranties had been made on and as contained in (i) Section 3.04(a) of the date of such Credit Event Agreement shall be deemed to refer to Parent’s Annual Report on Form 10-K for 2017 filed with the SEC (except where such representations as amended) and warranties expressly relate to an earlier date, in which case such representations and warranties shall all Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that have been true filed since December 31, 2017 by Parent with the SEC (as amended) and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance (ii) Section 3.05(a) of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.8

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date and the obligation of the Letter of Credit Issuer to issue, amend, extend or renew Letters of Credit on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii2.1(d) or pursuant to Section 3.4(a) or with respect to an amendment, extension or renewal of a Letter of Credit without any increase in the Stated Amount of such Letter of Credit, which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 (a) except in the case of the initial Credit Event to occur on the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material 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 where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met as of such date.. -156- #95203802v2296160609v3 #96160609v5

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Credit Event and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be 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) 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 where 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 (except that if any such earlier daterepresentation or warranty contains any materiality qualifier, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” representation or similar language, in which case such representations and warranties warranty shall be true and correct in all respects) as of the date when made (except that for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and (b), shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.01(a) and (b), respectively). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party the Borrower to the Administrative Agent, the Swing Line Lender, the LC Issuer and each of the Lenders that all of the applicable conditions contained specified in this Section 7.1 5.01 and Section 5.02 have been met satisfied as of the times referred to in such dateSections. With respect to any request for a Conversion of Base Rate Loans to Eurodollar Loans or a Continuation of Eurodollar Loans, (i) the Administrative Agent shall have received a Notice of Continuation or Conversion meeting the requirements of Section 2.10(b) with respect to such Conversion or Continuation and (ii) at the time of such Credit Event and after giving effect thereto, there shall exist (A) no Event of Default under Sections 9.01(a) or 9.01(h) or (B) any other Event of Default with respect to which the Administrative Agent has delivered written notice to the Borrower as provided in Section 2.10(a).

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also immediately after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect Default; provided that with respect to such any Credit Event with respect to Incremental Facilities or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, to the extent agreed to by the lenders thereto, the references to Default or Event of Default in this Section 4.02(b) shall be deemed to refer solely to a Specified Event of Default and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) 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 where to the extent that such representations and warranties expressly relate to an earlier datespecified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datethe date when made or for the respective period, and except where such as the case may be; provided that with respect to any Incremental Facilities incurred pursuant to Section 2.16 or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the representations and warranties in this Section 4.02(b) shall be deemed to refer solely to the Specified Representations and the Specified Purchase Agreement Representations (in each case pursuant to the terms thereof) as a result of the breach of one or more of such representations in such acquisition agreement (it being understood and agreed that, to the extent any of the Specified Purchase Agreement Representations are qualified by materialityor subject to “material adverse effect” (or equivalent term defined in the acquisition, “Material Adverse Effect” merger or similar languageagreement in connection with such Permitted Acquisition or other Investment), in which case for purposes of the making of such representations and warranties Specified Purchase Agreement Representations as of the closing date of such Permitted Acquisition or Investment, the definition of “material adverse effect” (or equivalent term), shall be true qualified by the same exceptions and correct qualifications that apply to the definition of “closing date material adverse effect” (or equivalent term defined in all respectsthe acquisition, merger or similar agreement in connection with such Permitted Acquisition or Investment)). The acceptance Each Notice of Borrowing submitted by a Borrower after the benefits of each such Credit Event Closing Date shall constitute be deemed to be a representation and warranty by each Credit Party to each of the Lenders that the conditions contained specified in Section 4.02(b) (or, in the case of a Notice of Borrowing for an Incremental Facility used to finance a Permitted Acquisition or other Investment permitted by this Agreement, the conditions specified in the provisos in clauses (i) and (ii) of Section 7.1 4.02(b)) have been met satisfied on and as of the date of the applicable Credit Event. Notwithstanding the foregoing, Revolving Loans, issuances of Letters of Credit or Swing Loans shall not be available during the Specified Contribution Period until such datetime as the Specified Equity Contribution has been made pursuant to Section 7.06.

No Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations, but only if so agreed by the Borrower and 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 At the time of each such Credit Event and also immediately after giving effect thereto thereto, (ai) except in the case of the initial Credit Event to occur on the Closing Date, there shall exist no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect Default; provided that with respect to such any Credit Event with respect to Incremental Facilities (other than an Incremental Initial Revolving Facility) or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition, Permitted Change of Control or other Investment permitted by this Agreement, the references to Default or Event of Default in this Section 4.02(b) shall be deemed to refer solely to a Specified Event of Default and (bii) except in the case of the initial Credit Event to occur on the Closing Date, all representations and warranties made by any of the Credit Party Parties contained herein or in the other Credit Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) 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 where to the extent that such representations and warranties expressly relate to an earlier datespecified date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datethe date when made or for the respective period, and except where such as the case may be; provided that with respect to any Incremental Facilities (other than an Incremental Initial Revolving Facility) incurred pursuant to Section 2.18 or a Refinancing Amendment, the proceeds of which are used to finance a Permitted Acquisition, Permitted Change of Control or other Investment permitted by this Agreement, the representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have been met 4.02(b) shall be deemed to refer solely to the Specified Representations and the Specified Purchase Agreement Representations (in each case pursuant to the terms thereof) as a result of the breach of one or more of such representations in such acquisition agreement (it being understood and agreed that, to the extent any of the Specified Representations are qualified or subject to “material adverse effect” (or equivalent term), for purposes of the making of such Specified Representations as of the closing date of such datePermitted Acquisition or Investment, the definition of “material adverse effect” (or equivalent term), shall be qualified by the same exceptions and qualifications that apply to the definition of “closing date material adverse effect” (or equivalent term defined in the acquisition agreement in connection with such Permitted Acquisition, Permitted Change of Control or Investment)).