Common use of Representations and Warranties; Certain Agreements Clause in Contracts

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Loan Documents that relate to such Guarantor are true and correct in all material respects. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents that impose or purport to impose, through agreements with the Borrowers, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board of directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each The Guarantor hereby represents and represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Loan Documents Credit Agreement that relate to such the Guarantor and this Agreement are true and correct in all material respectscorrect. (b) Such The Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose or purport to impose, through agreements with the Borrowers, impose restrictions or obligations on such the Guarantor. (c) Such The Guarantor acknowledges that any default in the due observance or performance by such the Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) Such There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such The Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such the Guarantor has decided that a direct or an indirect benefit will accrue to such the Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such the Guarantor is or will become, on or after the date hereof, indebted; and (ii) such the Guarantor has received at least a reasonably equivalent value in exchange for the giving of entering into this Agreement; (iii) such Guarantor, together with the other Loan Parties, is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Loan Documents Credit Agreement that relate to such Guarantor are true and correct in all material respectscorrect. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose imposes or purport purports to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to and in accordance with the terms, conditions and grace periods set forth thereinterms thereof. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent not insolvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent become insolvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Loan Documents that relate to such Guarantor are true and correct in all material respects. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents that impose or purport to impose, through agreements with the Borrowers, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision a. To induce Participant to enter into this Agreement. Such Guarantor , Lender hereby makes the following representations and warranties: (1) Lender is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. (2) Lender has investigated fully the benefits power and advantages authority to own its properties, to carry on its business in the manner in which will be derived by it from execution of conducts such business and to execute, acknowledge and deliver this Agreement, the Loan Documents and any other documents contemplated herein to be executed, acknowledged or delivered by Lender in connection with the Participation Portfolio Loans and this Agreement. (3) Compliance by Lender with the terms and conditions of this Agreement does not conflict with, or result in a breach of or default under, any other agreement or instrument to which Lender is a party, or any federal or state law, regulation, ruling or interpretation to which Lender is subject. b. To induce Participant to enter into this Agreement, Lender makes, as of the Effective Date or the date such Loan is included in the Participation Portfolio, the following representations and warranties as to each Loan that is now or hereafter included in the Participation Portfolio (except as otherwise qualified below): (1) The Loan has been closed, advanced and booked by Lender in accordance with the then-applicable Policies and Procedures, as made available to Participant from time to time. The Note has been duly executed by the customer, is a good and valid instrument legally enforceable in accordance with its terms, and either (1) the original or a copy thereof (as described in the definition of “Loan Documents”) is in Lender’s possession, or (2) upon request by Participant, Lender will prepare, execute, and deliver as instructed by Participant a Lost Note Affidavit in a form reasonably acceptable to Participant. The Mortgage has been duly executed and acknowledged by the customer, is a good and valid instrument legally enforceable in accordance with its terms, has been duly recorded in all places where it must be recorded to perfect a valid lien upon the Mortgaged Property, and creates a valid mortgage lien of the intended priority and position. (2) Lender is the sole owner of the Loan (subject to Participant’s Participation Interest therein and the board rights of directors Lender as servicer), has full legal authority, has taken all required corporate action and obtained all consents required to sell, transfer and assign the Participation Interest in the Existing Participation Portfolio to Participant, and (subject to Participant’s Participation Interest therein and the rights of Lender as servicer), is free and clear of all claims and encumbrances of any type. (3) All costs, fees and expenses incurred in underwriting, closing and funding the Loan and recording the Mortgage have been paid. (4) All federal and state laws, regulations, rulings and interpretations applicable to the making and servicing of the Loan have been complied with, including without limitation the Real Estate Settlement Procedures Act, the Equal Credit Opportunity Act, the Flood Disaster Protection Act, the Truth-in-Lending Act of 1968, the Depository Institutions Deregulation and Monetary Control Act of 1980, and regulations issued pursuant thereto, and usury limitations; and any right of rescission in relation to the Loan under such laws, regulations, rulings and interpretations has expired. (5) If required by the Policies and Procedures, Lender has obtained an opinion of title on the Mortgage issued by a Lender-approved title company, or persons performing similar functions attorney certifying that the Mortgage is a valid first, second, or third lien (as the case may be) on the Mortgaged Property. (6) To the extent required by the Policies and Procedures, there is in case force a hazard insurance policy including fire, flood insurance (where applicable) and extended coverage insurance that lists Lender as named insured, gives the insured prior written notice before cancellation and is in an amount not less than the lesser of a Guarantor (i) the maximum principal amount of the Loan and any loan which is secured by the Mortgaged Property that is superior to that Loan, and (ii) the maximum insurable value of the Mortgaged Property. (7) At the time the Loan becomes a part of the Participation Portfolio, Lender is not aware of any circumstances or conditions (not otherwise referenced in Section 2.d. or elsewhere in this Agreement) with respect to the Loan, the Mortgaged Property or the credit standing of the customer that in Lender’s judgment adversely affects the value or marketability of that Loan. (8) All documents or instruments pertaining to the sale by Lender to Participant of its Participation Interest in the Participation Portfolio Loans are properly authorized, executed and valid and binding on Lender. (9) As of the time the Loan becomes a corporation) part of such Guarantor the Participation Portfolio, Lender has decided that a direct or an indirect benefit will accrue complied with the Policies and Procedures applicable to such Guarantor Loan at the time of its origination or as later modified by reason Lender. (10) No Loan in the Existing Participation Portfolio is on non accrual or in foreclosure as of the execution date of this Agreement. c. To induce Lender to enter into this Agreement, Participant makes the following representations and warranties: (1) Participant has reviewed the Policies and Procedures and loan documentation, and has conducted such other portfolio analysis and due diligence examination as it has deemed to be necessary and appropriate in connection with entering into this Agreement. (2) Participant represents that it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (3) Participant represents and warrants that it is authorized and has the power to enter into this Agreement and purchase the Participation Interest in the Existing Participation Portfolio and the Future Participation Portfolio, and that all documents or instruments pertaining to the purchase by Participant of the Participation Interest are properly executed and binding on Participant. d. Except as otherwise expressly contemplated in this Agreement, each of Lender and Participant represents and warrants each other as follows: (i) This Agreement as to Participant, it is purchasing its Participation Interest for its own account and not given with actual intent a view to hinder, delay the resale or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebtedfurther distribution of same except as expressly permitted herein; (ii) such Guarantor has received at least as to Lender, it is retaining an interest in the servicing of the Loans as part of a reasonably equivalent value in exchange for commercial transaction and not with a view to the giving resale or further distribution of this Agreementsame; (iii) such Guarantorthat this Agreement does not represent a joint venture of the Parties or an “investment” (as that term is commonly understood) by any Party in any other Party; and (iv) that it is authorized to engage in the business of entering into commercial transactions (including transactions of the nature contemplated herein), together with can bear the other Loan Partieseconomic risk of its interest hereunder, is Solvent on the date hereof (and has had access to all information deemed necessary by it in deciding whether or not to enter into this Agreement and, as to Participant, purchase its Participation Interest or, as to Lender, retain its interest in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date servicing of the Accession Agreement executed and delivered by such GuarantorLoans. e. Notwithstanding anything to the contrary contained in this Agreement, it is expressly agreed that Participant may not (i) and will not cease sell, transfer, encumber, or assign some or all of its Participation Interest in the Participation Portfolio subject to be Solvent as a result of the giving terms of this Agreement; , or (ivii) pledge, hypothecate, or transfer its Participation Interest in the Participation Portfolio, to any third party, in each case of (i) or (ii) without the prior written consent of the Lender. A determination whether to grant such Guarantor consent is not engaged at the Lender’s sole discretion. Upon Participant’s receipt of such consent from Lender, the Participant shall disclose to Lender the identity of the new purchaser of the Participation Interest (the “New Participant”) and the percentage sold, pledged, or transferred, and such New Participant shall be deemed a Participant under this Agreement. This provision has no effect upon the right and authority granted to Lender in its capacity as servicer under this Agreement to satisfy the whole of such loan, or to execute releases under appropriate circumstances, and, if required, the New Participant shall join therein. A New Participant shall sign a counterpart to this Agreement and shall be bound thereby. After each sale and transfer of a Participation Interest pursuant to this Agreement, the Participation Interest of the seller and any other Participation Interest in the Participation Portfolio will be ratably concurrent, and none will have any priority over the other. The New Participant shall succeed to all of the rights of the selling Participant for the portion purchased, and such resale shall be evidenced by a loan participation certificate or certificates that the selling Participant or its successor or assignee shall issue and which shall set forth the details concerning the sale of the Participation Interest. The selling Participant shall promptly provide to Lender a copy of the loan participation certificates and summaries representing such resold Participation Interests. Upon receipt of the copy of the loan participation certificate, Lender, as trustee, will be responsible for segregating and for causing notations to be made in the books and records to reflect the Participation Interests resulting from such resale and, thereafter, for segregating and causing monthly remittances and reports to be made to the respective owners of such Participation Interests in a business or transaction, nor manner consistent with the Participation Interests then outstanding and the provisions of this Agreement. f. The parties expressly understand and agree that the sale of the Participation Interest pursuant to this Agreement constitutes a sale of the Participation Interest in the Participation Portfolio and shall in no way be construed as an extension of credit by the Participant to the Lender. Lender shall not represent to any person that Lender owns any portion of the Participation Interest sold under this Agreement. Lender and Participant each shall reflect the transaction hereunder on their respective balance sheets and other financial statements as a purchase of assets by Participant and a sale of assets by Lender in accordance with generally accepted accounting principles. Lender and Participant intend that the assignment of the one hundred percent Participation Interest in the Loans pursuant to this Agreement is it about a true sale by Lender to engage in a business or transaction, for which any property remaining Participant that is absolute and irrevocable and that provides Participant with such Guarantor constitutes an unreasonably small amount the full benefits of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts matureownership of the Loans.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Bridge Loan Documents that relate to such Guarantor are true and correct in all material respectscorrect. (b) Such Guarantor agrees to comply with each of the covenants contained in the Bridge Loan Documents that impose or purport to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 4(a) of the Credit Agreement, subject to the terms, conditions Amended and grace periods set forth thereinRestated Bridge Notes. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Collateral Agent or any other Secured Party Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor other than the Company hereby represents and represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Loan Documents Credit Agreement that relate to such Guarantor are or to the Credit Documents to which such Guarantor is a party, to the extent already qualified by materiality, shall be true and correct in all respects, and, if not so already qualified, shall be true and correct in all material respects, in any case on and as of the date of this Agreement as if made on and as of such date (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that each reference in such representation and warranty to the Company’s knowledge shall, for the purposes of this Section 3.1(a) only, be deemed to be a reference to such Guarantor’s knowledge. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose impose, or purport to impose, through agreements with the BorrowersCompany, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 10.1 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Collateral Agent or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue execution, delivery and performance of this Agreement and any other Credit Documents to be executed by such Guarantor by reason is within its purpose, in furtherance of its direct and/or indirect business interests, is in its best interest and that it expects to derive benefit directly or indirectly, from (i) successful operations of the execution Other Credit Parties and (ii) the credit extended by the Lenders to the Company under the Credit Agreement, both in its separate capacity and as a member of this Agreementthe group of companies. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.105.11, the date of the Credit Party Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and severally represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All The representations and warranties contained in the Loan Documents that relate Credit Agreement (with respect to the business, operations, assets, financial condition, liabilities or contracts of, or which otherwise pertain to, such Guarantor (including to the extent such Guarantor is referred to as a Loan Party in such representations and warranties)) are (i) in the case of representations and warranties qualified by “materiality”, “Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on the basis set forth above as of such earlier date. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose imposes or purport purports to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board of directors (or persons performing similar functions in case of a the Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (if) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Loan Documents Credit Agreement that relate to such Guarantor are true and correct in all material respectscorrect. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose or purport to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Loan Documents Second Amended and Restated Credit Agreement that relate to such Guarantor are true and correct in all material respectscorrect. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Second Amended and Restated Credit Agreement that impose or purport to impose, through agreements with the BorrowersCompany, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 10.1 of the Second Amended and Restated Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.105.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Bridge Loan Documents that relate to such Guarantor are true and correct in all material respectscorrect. (b) Such Guarantor agrees to comply with each of the covenants contained in the Bridge Loan Documents that impose or purport to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 4(a) of the Credit Agreement, subject to the terms, conditions and grace periods set forth thereinBridge Notes. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Collateral Agent or any other Secured Party Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents represents, warrants, on and warrants toas of the Closing Date and after giving effect to the Transactions and the making of the Loans and the other financial accommodations on the Closing Date and on and as of each date required by Section 4.02 of the Credit Agreement, and covenants to and with the Collateral Administrative Agent, for the benefit of the ABL Finance Parties, until the Commitments have been terminated and the principal of and interest on each Loan and all fees payable under the Credit Parties as followsAgreement have been paid in full, that: (a) All The representations and warranties contained in the Loan Documents that relate Credit Agreement (with respect to the business, operations, assets, financial condition, liabilities or contracts of, or which otherwise pertain to, such Guarantor (including to the extent such Guarantor is referred to as a Loan Party in such representations and warranties)) are (i) in the case of representations and warranties qualified by “materiality”, “Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on the basis set forth above as of such earlier date. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose imposes or purport purports to impose, through agreements with the Borrowers, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board of directors (or persons performing similar functions in case of a the Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (if) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Loan Convertible Note Documents that relate to such Guarantor are true and correct in all material respectscorrect. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Convertible Note Documents that impose or purport to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 4(a) of the Credit Agreement, subject to the terms, conditions and grace periods set forth thereinConvertible Notes. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Collateral Agent or any other Secured Party Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and severally represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All The representations and warranties contained in the Loan Documents that relate Credit Agreement (with respect to the business, operations, assets, financial condition, liabilities or contracts of, or which otherwise pertain to, such Guarantor (including to the extent such Guarantor is referred to as a Loan Party or Group Company in such representations and warranties)) are true and correct in all material respects. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose imposes or purport purports to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board of directors (or persons performing similar functions in case of a the Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent not insolvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent become insolvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Loan Documents Credit Agreement that relate to such Guarantor are true and correct in all material respectscorrect. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose or purport to impose, through agreements with the Borrowers, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) Such Guarantor has, independently and without reliance upon either of the Administrative Agent Agents or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this -11- Agreement; and (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and represents, warrants to, and covenants with (except that, in the Collateral Agentcase of clause (g) below, for the benefit of the ABL Credit Parties only AUSA hereby represents, warrants and covenants) as follows: (a) All representations and warranties contained in the Loan Documents Credit Agreement that relate to such Guarantor and this Agreement are true and correct in all material respectscorrect. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose or purport to impose, through agreements with the Borrowers, impose restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; and (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of entering into this Agreement; ; (iiii) such Guarantor, together with the other Loan Parties, AUSA is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of entering into this Agreement; (ivii) AUSA as of such Guarantor date is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor AUSA constitutes an unreasonably small amount of capital; and (viii) AUSA as of such Guarantor date does not intend to incur debts that will be beyond such GuarantorAUSA’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Loan Amended and Restated Convertible Note Documents that relate to such Guarantor are true and correct in all material respectscorrect. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Amended and Restated Convertible Note Documents that impose or purport to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 4(a) of the Credit Agreement, subject to the terms, conditions Amended and grace periods set forth thereinRestated Convertible Notes. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Collateral Agent or any other Secured Party Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents represents, warrants, on and warrants toas of the Closing Date and after giving effect to the Transactions and the making of the Loans and the other financial accommodations on the Closing Date and on and as of each date required by Section 4.02 of the Credit Agreement, and covenants to and with the Collateral Administrative Agent, for the benefit of the ABL Finance Parties, until the Commitments have been terminated and the principal of and interest on each Loan and all fees payable under the Credit Parties as followsAgreement have been paid in full, that: (a) All The representations and warranties contained in the Loan Documents that relate Credit Agreement (with respect to the business, operations, assets, financial condition, liabilities or contracts of, or which otherwise pertain to, such Guarantor (including to the extent such Guarantor is referred to as a Loan Party in such representations and warranties)) are (i) in the case of representations and warranties qualified by “materiality”, “Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on the basis set forth above as of such earlier date. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose imposes or purport purports to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board of directors (or persons performing similar functions in case of a the Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (if) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and severally represents, warrants to, and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All The representations and warranties contained in the Loan Documents that relate Credit Agreement (with respect to the business, operations, assets, financial condition, liabilities or contracts of, or which otherwise pertain to, such Guarantor (including to the extent such Guarantor is referred to as a Loan Party or Group Company in such representations and warranties)) are true and correct in all material respects. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose imposes or purport purports to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Credit Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board of directors (or persons performing similar functions in case of a the Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, Guarantor is Solvent not insolvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent become insolvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Subsidiary Guarantor hereby represents and severally represents, warrants to, and covenants with the Collateral Agent, for the benefit as of the ABL Closing Date and on and as of each date as required by the Credit Parties Agreement as follows: (a) All The representations and warranties contained in the Credit Agreement and the other Loan Documents that relate (insofar as they pertain to such Subsidiary Guarantor (including to the extent such Subsidiary Guarantor is referred to as a Loan Party or Group Company in such representations and warranties)) are (i) in the case of representations and warranties qualified by “materiality”, “Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on the basis set forth above as of such earlier date. (b) Such Subsidiary Guarantor agrees to observe and comply with each of the covenants contained in the Loan Documents Credit Agreement (x) insofar as they pertain to such Subsidiary Guarantor or (y) that impose imposes or purport purports to impose, through agreements with the BorrowersBorrower, restrictions or obligations on such Subsidiary Guarantor. (c) Such Subsidiary Guarantor acknowledges that any default in the due observance or performance by such Subsidiary Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) Such Subsidiary Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Subsidiary Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board of directors (or persons performing similar functions in case of a the Subsidiary Guarantor which is not a corporation) of such Subsidiary Guarantor has decided that a direct or an indirect benefit will accrue to such Subsidiary Guarantor by reason of the execution of this Agreement. (ie) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Subsidiary Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents and represents, warrants to, and covenants with (except that, in the Collateral Agentcase of clause (g) below, for the benefit of the ABL Credit Parties only AUSA hereby represents, warrants and covenants) as follows: (a) All representations and warranties contained in the Loan Documents Credit Agreement that relate to such Guarantor and this Guaranty are true and correct in all material respectscorrect. (b) Such Guarantor agrees to comply with each of the covenants contained in the Loan Documents Credit Agreement that impose or purport to impose, through agreements with the Borrowers, impose restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the board Board of directors Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; and (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of entering into this Agreement; ; (iiii) such Guarantor, together with the other Loan Parties, AUSA is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of entering into this Agreement; (ivii) AUSA as of such Guarantor date is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor AUSA constitutes an unreasonably small amount of capital; and (viii) AUSA as of such Guarantor date does not intend to incur debts that will be beyond such GuarantorAUSA’s ability to pay as such debts mature.