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

Representations and Warranties; No Default. By its execution hereof, Borrower hereby represents and warrants as follows: (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (c) The representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its their execution hereof, Borrower hereby represents and warrants as follows: (a) As Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth in the Credit Agreement and the other Loan PartyDocuments is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party have been duly authorized by all necessary action on in accordance with their respective terms and the part of such Loan Partytransactions contemplated hereby. (bii) This Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party that is a party thereto Party, and is each such document constitutes the legally legal, valid and binding obligation of such each Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its execution hereof, Borrower hereby represents (i) each of (A) the representations made by or with respect to the target with respect to the IDT Joint Venture Transaction and warrants as follows: the Beatport Acquisition and (aB) As to each Loan Party, the execution, delivery, representations and performance by such Loan Party warranties in Article III of this Agreement and each in any other document executed in connection herewith Loan Document to which it a Loan Party is a party have been duly authorized by all necessary action on as applied to the part of such Loan Party. target, (bii) This Agreement and each other document executed in connection herewith has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (c) The representations and warranties of Borrower the Group Members as set forth in this Agreement and its Subsidiaries in any other Loan Document to which a Loan Party is a party and (iii) the representations and warranties of Xxxxxx F.X. Sillerman as set forth in the Credit Agreement Sillerman Guarantee, shall, in each case of the foregoing clauses (i), (ii) and in the other Loan Documents are true(iii), be true and correct and complete in all material respects on and as of the this date hereof, to the same extent as though if made on and as of the this date hereof, except to the extent that such representations and warranties specifically relate relates to an earlier date, in which case such representations and warranties shall be true, true and correct and complete in all material respects on and as of such earlier date; provided provided, that if a any representation and warranty that is qualified as to “materiality”, the materiality qualifier set forth above “Material Adverse Effect” or similar language shall be disregarded with respect to such representation true and warranty. (d) correct in all respects. No Default or Event of Default has shall have occurred or is and be continuing or would result after giving effect to from the transactions contemplated by this AgreementBorrowing of the Term Loans, the application of proceeds thereof or the consummation of any Permitted Acquisition as of the Closing Date.

Representations and Warranties; No Default. By its their execution hereof, Borrower each Loan Party hereby represents and warrants as follows: (a) As Such Loan Party has the right, power and authority and has taken all necessary corporate and other action to each Loan Party, authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Partyin accordance with their respective terms. (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each Loan Party that is a party thereto and is such document constitutes the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The Each of the representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, is true and correct and complete in all material respects on and as of the date hereof, hereof (except to the same extent as though made on that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof, except to the extent hereof or (ii) any such representations and warranties specifically relate representation or warranty relates only to an earlier date, in which case such representations representation or warranty shall remain true and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty). (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the extension and the other transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its their execution hereof, Borrower each Loan Party hereby represents and warrants as follows: (a) As Such Loan Party has the right, power and authority and has taken all necessary corporate and other action to each Loan Party, authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement Amendment and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Partyin accordance with their respective terms. (b) This Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each Loan Party that is a party thereto and is such document constitutes the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The Each of the representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, is true and correct and complete in all material respects on and as of the date hereof, hereof (except to the same extent as though made on that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof, except to the extent hereof or (ii) any such representations and warranties specifically relate representation or warranty relates only to an earlier date, in which case such representations representation or warranty shall remain true and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty). (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the extension and the other transactions contemplated by this AgreementAmendment.

Representations and Warranties; No Default. By its execution hereof, Borrower hereby represents and warrants as follows:, (a) As to the Borrower represents and warrants that the representations and warranties contained in each Loan PartyDocument (including this Agreement) are true and correct on and as of the date hereof, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct on and as of such earlier date and that no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on in accordance with their respective terms and the part of such Loan Party.transactions contemplated hereby; and (bii) This this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of each Loan Party that is a party thereto Party, and is each such document constitutes the legally legal, valid and binding obligation of each such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its execution Each of the Loan Parties hereby repeats, on and as of the date hereof, Borrower each of the representations and warranties made by it in the Credit Agreement and each other Loan Document (except to the extent of changes resulting from transactions contemplated or permitted by this Amendment, the Credit Agreement and the other Loan Documents, and to the extent that such representations and warranties relate expressly to an earlier date), provided that all references therein to the Credit Agreement or to the Pledge and Security Agreement shall refer to the Credit Agreement or to the Pledge and Security Agreement, as applicable, as amended hereby. In addition, each of the Loan Parties hereby represents and warrants as follows: (a) As to each Loan Party, that the execution, delivery, execution and delivery by such Person of this Amendment and the performance by such Loan Party Person of this all of its agreements and obligations under the Credit Agreement and each under the Pledge and Security Agreement as amended hereby are within the corporate or other document executed in connection herewith to which it is a party organizational authority of such Person and have been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party. (b) This Agreement Person. The execution and each other document executed delivery of this Amendment will result in connection herewith has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and legally binding obligation obligations of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, insolvency or similar other laws of general application relating to or limiting affecting the enforcement of creditors’ rights generally. (c) The representations generally and warranties general principles of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as equity. Each of the date hereof, to the same extent as though made on Loan Parties hereby further represents and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided warrants that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No no Default or Event of Default has occurred or and is continuing or would result after giving effect to the transactions contemplated by this Agreementcontinuing.

Representations and Warranties; No Default. By its execution hereofIn order to induce the respective Lenders party hereto, Borrower hereby the Administrative Agent and the Collateral Agent to enter into this Amendment, each Loan Party represents and warrants to each of the Lenders party to this Amendment, the Administrative Agent and the Collateral Agent that on and as followsof the 2016 Refinancing Amendment Effective Date, after giving effect to this Amendment: (a) As the representations and warranties contained in Article V of the Credit Agreement, as proposed to each Loan Partybe amended by the Credit Agreement Amendment, are true and correct in all material respects as if made on and as of the 2016 Refinancing Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date; provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects; (b) no Default or Event of Default exists or would result from the effectiveness of this Amendment or from the application of the proceeds of the Refinancing Revolver Loans and the Refinancing Tranche A Term Loans; and (c) the execution, delivery, delivery and performance of this Amendment by such each Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary corporate or other action on the part of such Loan Party. (b) This Agreement and each other document executed in connection herewith , has been duly executed and delivered by each such Loan Party that is and constitutes a party thereto and is the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (c) The representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent such representations that the enforceability hereof may be limited by Debtor Relief Laws and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as by general principles of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warrantyequity. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its execution hereofIn order to induce the Lenders party hereto to enter into this Amendment, Borrower hereby each Loan Party represents and warrants to each of the Lenders that as followsof the Effective Date: (a) As to each Loan Party, the execution, delivery, delivery and performance by such Loan Party of this Agreement and each Amendment are within such Loan Party’s corporate or other document executed in connection herewith to which it is a party organizational powers, have been duly authorized by all necessary action corporate or other organizational action, and will not (i) violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) on the part any of such Loan Party.’s properties or revenues pursuant to any such Requirement of Law or Contractual Obligation; (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by each Loan Party that is this Amendment constitutes a party thereto and is the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement enforceability may be limited by equitable principles applicable domestic or by foreign bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to or limiting affecting the enforcement of creditors’ rights generally.generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (c) The after giving effect to the amendments set forth in this Amendment and the incurrence of the Tranche B-1 Term Loans, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties of Borrower and its Subsidiaries set forth contained in the Credit Agreement are true and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereofEffective Date, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations they were true and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its their execution hereof, Borrower each Loan Party hereby represents and warrants as follows: (a) As Such Loan Party has taken all necessary corporate and other action to each Loan Party, authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Partyin accordance with their respective terms. (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each Loan Party that is a party thereto and is such document constitutes the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Agreement and each other document executed in connection herewith. (d) Each of the representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, is true and correct and complete in all material respects on (or, in the case of any representations and as of the date hereofwarranties qualified by materiality or Material Adverse Effect, to all respects) with the same extent effect as though made on and as of the date hereof, except to the extent hereof (it being understood and agreed that any such representations and warranties specifically relate to an earlier date, in representation or warranty which case such representations and warranties by its terms is made as of a specified date shall be true, true and correct and complete in all material respects on (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) only as of such earlier specified date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty). (de) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its their execution hereof, Borrower each Loan Party hereby represents and warrants as follows: (a) As Such Loan Party has the right, power and authority and has taken all necessary corporate and other action to each Loan Party, authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement Amendment and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Partyin accordance with their respective terms. (b) This Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each Loan Party that is a party thereto and is such document constitutes the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The Each of the representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, is true and correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations and warranties they shall be true, true and correct and complete in all material respects on and as of such earlier date; provided , and except that if a representation the representations and warranty is qualified as to materiality, warranties contained in subsections (a) and (b) of Section 5.05 of the materiality qualifier set forth above Credit Agreement shall be disregarded with respect deemed to such representation refer to the most recent statements furnished pursuant to subsections (a) and warranty(b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the financing under this Amendment and the Credit Agreement and the transactions contemplated by this Agreementhereby (including, without limitation, the Pericom Acquisition).

Representations and Warranties; No Default. By its their execution hereof, Borrower each Loan Party hereby represents and warrants as follows: (a) As Such Loan Party has the right, power and authority and has taken all necessary corporate and other action to each Loan Party, authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement Amendment and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Partyin accordance with their respective terms. (b) This Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each Loan Party that is a party thereto and is such document constitutes the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The Each of the representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, is true and correct and complete in all material respects on and as of the date hereof, hereof (except to the same extent as though made on that (i) any such representation or warranty is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof, except to the extent hereof or (ii) any such representations and warranties specifically relate representation or warranty relates only to an earlier date, in which case such representations representation or warranty shall remain true and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty). (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this AgreementAmendment.

Representations and Warranties; No Default. By its execution hereofIn order to induce the Lenders party hereto to enter into this Amendment, Borrower hereby each Loan Party represents and warrants to each of the Lenders that as followsof the Effective Date: (a) As to each Loan Party, the execution, delivery, delivery and performance by such Loan Party of this Agreement and each Amendment are within such Loan Party’s corporate or other document executed in connection herewith to which it is a party organizational powers, have been duly authorized by all necessary action corporate or other organizational action, and will not (i) violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) on the part any of such Loan Party.’s properties or revenues pursuant to any such Requirement of Law or Contractual Obligation; (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by each Loan Party that is this Amendment constitutes a party thereto and is the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement enforceability may be limited by equitable principles applicable domestic or by foreign bankruptcy, insolvency, reorganizationreorgani zation, moratorium, moratorium or similar laws relating to or limiting affecting the enforcement of creditors’ rights generally.generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (c) The after giving effect to the amendments set forth in this Amendment and the incurrence of the Tranche B Term Loans, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties of Borrower and its Subsidiaries set forth contained in the Credit Agreement are true and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereofEffective Date, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations they were true and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its execution hereofIn order to induce the Lenders party hereto to enter into this Amendment, Borrower hereby each Loan Party represents and warrants to each of the Lenders that as followsof the Effective Date: (a) As to each Loan Party, the execution, delivery, delivery and performance by such Loan Party of this Agreement and each Amendment are within such Loan Party’s corporate or other document executed in connection herewith to which it is a party organizational powers, have been duly authorized by all necessary action corporate or other organizational action, and will not (i) violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) on the part any of such Loan Party.’s properties or revenues pursuant to any such Requirement of Law or Contractual Obligation; (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by each Loan Party that is this Amendment constitutes a party thereto and is the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement enforceability may be limited by equitable principles applicable domestic or by foreign bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to or limiting affecting the enforcement of creditors’ rights generally.generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (c) The after giving effect to the amendments set forth in this Amendment (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties of Borrower and its Subsidiaries set forth contained in the Credit Agreement are true and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereofEffective Date, except to the extent that such representations and warranties specifically relate refer to an earlier date, in which case such representations they were true and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its their execution hereof, Borrower each Loan Party hereby represents and warrants as follows: (a) As Such Loan Party has the right, power and authority and has taken all necessary corporate and other action to each Loan Party, authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement Amendment and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Partyin accordance with their respective terms. (b) This Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each Loan Party that is a party thereto and is such document constitutes the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The Each of the representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, is true and correct and complete in all material respects on and as of the date hereof, hereof (except to the same extent as though made on that (i) any such representation or warranty is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof, except to the extent hereof or (ii) any such representations and warranties specifically relate representation or warranty relates only to an earlier date, in which case such representations representation or warranty shall remain true and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty). (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this AgreementAmendment. (e) No Loan Party is an EEA Financial Institution.

Representations and Warranties; No Default. By its execution hereof, Borrower hereby represents and warrants as follows: (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement Amendment and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) This Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. (c) The representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreementcontinuing.

Representations and Warranties; No Default. By its their execution hereof, Borrower each Loan Party hereby represents and warrants as follows: (a) As : Such Loan Party has taken all necessary corporate and other action to each Loan Party, authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) in accordance with their respective terms. This Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each Loan Party that is a party thereto and is such document constitutes the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generally. (c) The in general and the availability of equitable remedies. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Agreement and each other document executed in connection herewith. Each of the representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, is true and correct and complete in all material respects on (or, in the case of any representations and as of the date hereofwarranties qualified by materiality or Material Adverse Effect, to all respects) with the same extent effect as though made on and as of the date hereof, except to the extent hereof (it being understood and agreed that any such representations and warranties specifically relate to an earlier date, in representation or warranty which case such representations and warranties by its terms is made as of a specified date shall be true, true and correct and complete in all material respects on (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) only as of such earlier specified date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) ). No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its execution hereof, Borrower each Loan Party hereby certifies, represents and warrants as followsto the Administrative Agent and the Lenders that: (a) As each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents that are subject to each materiality or Material Adverse Effect qualifications are true, correct and complete and that all representations and warranties of the Loan PartyParties contained in this Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true, correct and complete in all material respects; (b) no Default or Event of Default has occurred or is continuing or would result after giving effect to this Agreement and the transactions contemplated hereby; (c) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on in accordance with their respective terms and the part of such Loan Party.transactions contemplated hereby; and (bd) This this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of each Loan Party that is a party thereto Party, and is each such document constitutes the legally legal, valid and binding obligation of each such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its execution hereofof this Agreement, Borrower each Loan Party hereby represents certifies that prior to and warrants as followsimmediately after giving effect to this Agreement: (a) As to each Loan Party, the execution, delivery, delivery and performance by such each Loan Party of this Agreement and each other document executed in connection herewith to which it is a party Agreement, are within such Loan Party’s corporate, partnership or limited liability company powers, as applicable, have been duly authorized by all necessary action on the part of corporate, partnership or limited liability company action, as applicable, do not (i) contravene such Loan Party.’s Constitutive Documents, (ii) violate any Requirements of Law, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party or any of its properties that would reasonably be likely to have a Material Adverse Effect or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party; (b) This no Default or Event of Default exists, or will result from the execution of this Agreement and each other document executed in connection herewith has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.transactions contemplated hereby; (c) The each of the representations and warranties of Borrower and its Subsidiaries made by any Loan Party set forth in Section 4 of the Credit Agreement and or in the any other Loan Documents are true, Document shall be true and correct and complete in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof, to Amendment No.1 Effective Date with the same extent effect as though made on and as of the date hereofsuch date, except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its their execution hereof, Borrower each Loan Party hereby represents and warrants as follows: (a) As Such Loan Party has taken all necessary corporate and other action to each Loan Party, authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Partyin accordance with their respective terms. (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each Loan Party that is a party thereto and is such document constitutes the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Agreement and each other document executed in connection herewith. (d) Each of the representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, is true and correct and complete in all material respects on and as of the date hereof, hereof (except to the same extent as though made on that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof, except to the extent hereof or (ii) any such representations and warranties specifically relate representation or warranty relates only to an earlier date, in which case such representations representation or warranty shall remain true and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty). (di) No Except for the Specified Events of Default, no Default or Event of Default has occurred and (ii) no Default or Event of Default is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By its execution hereofEach Loan Party hereby certifies that, Borrower hereby represents immediately before and warrants as follows: after giving effect to this Amendment, (a) As to each Loan Party, of the execution, delivery, representations and performance warranties made by such Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such any Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating pursuant to or limiting creditors’ rights generally. (c) The representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, true and correct and complete in all material respects (and in all respects if qualified by materiality) on and as of the such date hereof, to the same extent as though if made on and as of the such date hereof, (except to the extent for such representations and warranties specifically relate expressly stated to an be made as of a specific earlier date, in which case such representations and warranties shall be true, were true and correct and complete in all material respects on and as of such earlier date; provided that if a representation ) and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (db) No no Default or Event of Default has occurred and is continuing. Each Loan Party further represents and warrants to each Additional Term Loan Lender, each Continuing Term Loan Lender and the Administrative Agent that, as of the Effective Date, (i) such Loan Party has taken all necessary corporate action to authorize (x) the execution and delivery of this Amendment, (y) the performance of this Amendment and the Amended Credit Agreement and (z) the extensions of credit on the terms and conditions of this Amendment and the Amended Credit Agreement, (ii) this Amendment has been duly executed and delivered on its behalf and (iii) this Amendment and the Amended Credit Agreement constitute its valid and binding obligations, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is continuing sought by proceedings in equity or would result after giving effect to the transactions contemplated by this Agreementat law).

Representations and Warranties; No Default. By its their execution hereof, Borrower each Loan Party hereby represents and warrants as follows: (a) As Such Loan Party has taken all necessary corporate and other action to each Loan Party, authorize the execution, delivery, delivery and performance by such Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Partyin accordance with their respective terms. (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each Loan Party that is a party thereto and is such document constitutes the legally legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement such enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar state or federal debtor relief laws relating from time to or limiting time in effect which affect the enforcement of creditors’ rights generallyin general and the availability of equitable remedies. (c) The No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Loan Party of this Agreement and each other document executed in connection herewith. (d) Each of the representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, is true and correct and complete in all material respects on (or, in the case of any representations and as of the date hereofwarranties qualified by materiality or Material Adverse Effect, to all respects) with the same extent effect as though made on and as of the date hereof, except to the extent hereof (it being understood and agreed that any such representations and warranties specifically relate to an earlier date, in representation or warranty which case such representations and warranties by its terms is made as of a specified date shall be true, true and correct and complete in all material respects on (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) only as of such earlier specified date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty). (de) No no Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.