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

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendments to the Credit Agreement, its representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date), (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment.

Representations and Warranties; No Default. To induce the Noteholders to enter into this AmendmentBy their execution hereof, the Company (by delivery Borrower and each of its counterpart to this Amendment) Subsidiaries hereby (i) certifies, represents and warrants to the Noteholders that Administrative Agent and the Lenders that: (a) after giving effect to this Amendment and the contemporaneous amendments to set forth in Section 2 above, each of the Credit Agreement, its representations and warranties contained set forth in the Note Purchase Credit Agreement are true and the other Loan Documents is true, correct and complete in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though date hereof, except for any representation and warranty made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualificationdate, which were true in all respects) representation and warranty shall remain true, correct and complete as of such earlier date); provided, that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true, correct and complete in all respects as of the date hereof; (iib) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith no Default or Event of Default has occurred or is continuing; (c) it (x) has the requisite right, power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership corporate and other action to authorize its the execution, delivery and performance of this Amendment and each of the same, other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (zd) this Amendment and each other document executed in connection herewith has been duly executed and delivered by the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any duly authorized officers of the Note Documents (both immediately before Borrower and after giving each of its Subsidiaries, and each such document constitutes the legal, valid and binding obligation of the Borrower and each of its Subsidiaries, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect to this Amendment) or will result from which affect the making enforcement of this Amendmentcreditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) Each Credit Party hereby represents and warrants to that as of the Noteholders that Amendment Effective Date, after giving effect to this Amendment Amendment, (i) no Default or Event of Default has occurred and the contemporaneous amendments to the Credit Agreement, its is continuing and (ii) all representations and warranties made by any Credit Party contained in the Note Purchase Credit Agreement or in the other Loan Documents are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though such representations and warranties had been made on and as of the Effective Date, date hereof (except to the extent where such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties were true and correct in all material respects (except for those representations as of such earlier date); provided that any representation and warranties warranty that is qualified by as to “materiality,” “Material Adverse Effect” or a like qualification, which were similar language shall be true and correct in all respects) as of respects on the date hereof or on such earlier date, as the case may be (after giving effect to such qualification), . (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after After giving effect to this Amendment) , neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or will result from the making effectiveness of this Amendment: (i) impairs the grant, validity, priority or perfection of the Liens granted by the Credit Parties party hereto pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Representations and Warranties; No Default. To induce the Noteholders to enter into this AmendmentBy its execution hereof, the Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants to the Noteholders that after giving effect to this Amendment Agreement, the Borrower hereby certifies that (a) each of the representations and warranties set forth in the Credit Agreement and the contemporaneous amendments other Loan Documents is true and correct as of the date hereof as if fully set forth herein (other than representations and warranties which speak as of a specific date pursuant to the Credit Agreement, its which representations and warranties contained in the Note Purchase Agreement are shall have been true and correct in all material respects as of such specific dates) and that as of the date hereof (except for those after giving effect to the provisions of this Agreement) no Default or Event of Default, other than as specifically waived hereby, has occurred and is continuing, (b) each of the representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall set forth in the Credit Agreement and the other Loan Documents will be true and correct in all respects) on and as of the Effective Date with date hereof as if fully set forth herein (other than representations and warranties which speak as of a specific date pursuant to the same effect Credit Agreement, which representations and warranties shall have been true and correct as though made on of such specific dates) and that as of the Effective Date, except date hereof (after giving effect to the extent such representations provisions of this Agreement) no Default or Event of Default, other than as specifically waived hereby, will have occurred and warranties expressly relate to an earlier date be continuing and (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respectsc) as of such earlier date), (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of this Agreement have been authorized by all requisite corporate action on the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any part of the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this AmendmentBorrower.

Representations and Warranties; No Default. To induce the Noteholders to enter into this AmendmentBy their execution hereof, the Company (by delivery Borrower and each of its counterpart to this Amendment) Subsidiaries hereby (i) certifies, represents and warrants to the Noteholders that Administrative Agent and the Lenders that: (a) after giving effect to this Amendment and the contemporaneous amendments to set forth in Section 2 above, each of the Credit Agreement, its representations and warranties contained set forth in the Note Purchase Credit Agreement are true and the other Loan Documents is true, correct and complete in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though date hereof, except for any representation and warranty made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualificationdate, which were true in all respects) representation and warranty shall remain true, correct and complete as of such earlier date); provided , that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true, correct and complete in all respects as of the date hereof; (iib) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith no Default or Event of Default has occurred or is continuing; (c) it (x) has the requisite right, power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership corporate and other action to authorize its the execution, delivery and performance of this Agreement and each of the same, other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (zd) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any duly authorized officers of the Note Documents (both immediately before Borrower and after giving each of its Subsidiaries, and each such document constitutes the legal, valid and binding obligation of the Borrower and each of its Subsidiaries, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect to this Amendment) or will result from which affect the making enforcement of this Amendmentcreditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. To In order to induce the Noteholders Lenders to enter into this Amendment, to commit to the Company (by delivery of its counterpart Incremental Term B-2 Commitments and to this Amendment) hereby amend the Credit Agreement in the manner provided herein, the Loan Parties represent and warrant to each Lender that: (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendments to the Credit Agreement, its representations and warranties contained in the Note Purchase The Specified Merger Agreement are Representations (as defined below) shall be true and correct in all material respects (except for those representations and warranties or, if qualified by as to “materiality,” or “Material Adverse Effect,” in all respects) to the extent required by the definition thereof and (ii) the Specified Representations (provided that the parenthetical in such definition after the reference to Section 3.14 shall be deemed to be replaced with “(subject to the last paragraph under Section 4 of Amendment No. 9)”) shall be true and correct in all material respects (or, if qualified as to “materiality” or a like qualification“Material Adverse Effect”, which shall be correct in all respects) on and as of the Effective Date with the same effect as though made on and as of the Amendment No. 9 Effective Date, except to in the extent case of any such representations representation and warranties warranty under either clause (i) or (ii) that expressly relate relates to an earlier date (date, in which case such representations representation and warranties were warranty shall be true and correct in all material respects (except for those representations and warranties or, if qualified by “materiality,” materiality or “Material Adverse Effect” or a like qualification”, which were true in all respects) as of such earlier date), (ii) represents and warrants . “Specified Merger Agreement Representations” means the representations made by the Target in the Merger Agreement as are material to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance interests of the sameLenders, and (z) has duly executed and delivered the same and (iii) except but only to the extent waived herein, certifies that no Default the Borrower has the right to terminate its obligations under the Merger Agreement or Event to decline to consummate the Acquisition as a result of Default exists under any a breach of such representations in the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this AmendmentMerger Agreement.

Representations and Warranties; No Default. To In order to induce the Noteholders respective Lenders party hereto and the Administrative Agent to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) Borrower represents and warrants to each of the Noteholders Lenders party to this Amendment and the Administrative Agent that on and as of the 2017 Refinancing Amendment Effective Date, after giving effect to this Amendment and Amendment: (a) the contemporaneous amendments to the Credit Agreement, its representations and warranties of each Loan Party contained in Article V (other than Section 5.05(b)) of the Note Purchase Credit Agreement are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though if made on and as of the 2017 Refinancing Amendment Effective Date, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date (date, in which case such representations and warranties they were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date); provided that, (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived hereinthat such representations and warranties are qualified by materiality, certifies that material adverse effect or similar language, they shall be true and correct in all respects; (b) no Default or Event of Default exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) or will would result from the making effectiveness of this AmendmentAmendment or from the application of the proceeds of the Refinancing Tranche A Term Loans; and (c) the execution, delivery and performance of this Amendment by the Borrower have been duly authorized by all necessary corporate or other action on the part of the Borrower, has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that the enforceability hereof may be limited by Debtor Relief Laws and by general principles of equity.

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) Each Credit Party hereby represents and warrants to that as of the Noteholders that Second Restatement Effective Date, after giving effect to this Amendment Amendment, (i) no Default or Event of Default has occurred and the contemporaneous amendments to the Credit Agreement, its is continuing and (ii) all representations and warranties made by any Credit Party contained in the Note Purchase Credit Agreement or in the other Loan Documents are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though such representations and warranties had been made on and as of the Effective Date, date hereof (except to the extent where such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties were true and correct in all material respects (except for those representations as of such earlier date); provided that any representation and warranties warranty that is qualified by as to “materiality,” “Material Adverse Effect” or a like qualification, which were similar language shall be true and correct in all respects) as of respects on the date hereof or on such earlier date, as the case may be (after giving effect to such qualification), . (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after After giving effect to this Amendment) , neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or will result from the making effectiveness of this Amendment: (i) impairs the grant, validity, priority or perfection of the Liens granted by the Credit Parties party hereto pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the The Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants shall have delivered to the Noteholders that after giving effect to this Amendment Purchaser an Officers’ Certificate, duly executed by the President and Chief Executive Officer and the contemporaneous amendments Chief Financial Officer of the Company, dated as of the Third Amended and Restated Effective Date, to the Credit Agreement, its effect that (a) each of the representations and warranties of the Company contained in this Agreement and each of the Note Purchase Related Agreements to which it is a party (including the Collateral Documents) that is qualified by materiality was true and correct in all respects on and as of the date hereof and shall be true and correct in all respects on and as of the Third Amended and Restated Effective Date, with the same effect as if made on and as of the Third Amended and Restated Effective Date; (b) each of the representations and warranties of the Company contained in this Agreement are and each of the Related Agreements to which it is a party (including the Collateral Documents) that is not qualified by materiality was true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though made on date hereof and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were shall be true and correct in all material respects (except for those representations on and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date)the Third Amended and Restated Effective Date, with the same effect as if made on and as of the Third Amended and Restated Effective Date; (iic) represents each of the covenants, agreements and warrants obligations of the Company required to be performed or satisfied by it under this Agreement on or prior to the Noteholders that in connection with this Amendment Third Amended and all other documents delivered in connection herewith it Restated Effective Date shall have been performed or satisfied on or before the Third Amended and Restated Effective Date; (xd) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of has occurred and is continuing on the Note Documents (both immediately before Third Amended and after giving effect to this Amendment) Restated Effective Date or will would result from the making consummation of the transactions contemplated by this AmendmentAgreement or any Related Agreement; and (e) each of the other conditions precedent set forth in this Section 5 has been satisfied and fulfilled (including Section 5.4).

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) Each Credit Party hereby represents and warrants to that as of the Noteholders that Amendment No. 7 Effective Date, after giving effect to this Amendment Amendment, (i) no Default or Event of Default has occurred and is continuing under the contemporaneous amendments to the Amended Credit Agreement, its Agreement and (ii) all representations and warranties made by any Credit Party contained in the Note Purchase Amended Credit Agreement or in the other Loan Documents are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though such representations and warranties had been made on and as of the Effective Date, date hereof (except to the extent where such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties were true and correct in all material respects (except for those representations as of such earlier date); provided that any representation and warranties warranty that is qualified by as to “materiality,” “Material Adverse Effect” or a like qualification, which were similar language shall be true and correct in all respects) as of respects on the date hereof or on such earlier date, as the case may be (after giving effect to such qualification), . (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after After giving effect to this Amendment) , neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or will result from the making effectiveness of this Amendment: (i) impairs the grant, validity, priority or perfection of the Liens granted by the Credit Parties party hereto pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendments to the Credit Agreement and the Intercreditor Agreement, its representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date), (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment.

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) Each Credit Party hereby represents and warrants to that as of the Noteholders that Amendment Effective Date, after giving effect to this Amendment Amendment, (i) no Default or Event of Default has occurred and the contemporaneous amendments to is continuing under the Credit Agreement, its Agreement (as amended by the Stage 1 Amendments) and (ii) all representations and warranties made by any Credit Party contained in the Note Purchase Credit Agreement (as amended by the Stage 1 Amendments) or in the other Loan Documents are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though such representations and warranties had been made on and as of the Effective Date, date hereof (except to the extent where such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties were true and correct in all material respects (except for those representations as of such earlier date); provided that any representation and warranties warranty that is qualified by as to “materiality,” “Material Adverse Effect” or a like qualification, which were similar language shall be true and correct in all respects) as of respects on the date hereof or on such earlier date, as the case may be (after giving effect to such qualification), . (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after After giving effect to this Amendment) , neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or will result from the making effectiveness of this Amendment: (i) impairs the grant, validity, priority or perfection of the Liens granted by the Credit Parties party hereto pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) Each Credit Party hereby represents and warrants to that as of the Noteholders that Amendment Effective Date, after giving effect to this Amendment Amendment, (i) no Default or Event of Default has occurred and is continuing under the contemporaneous amendments to the Amended Credit Agreement, its Agreement and (ii) all representations and warranties made by any Credit Party contained in the Note Purchase Amended Credit Agreement or in the other Loan Documents are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though such representations and warranties had been made on and as of the Effective Date, date hereof (except to the extent where such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties were true and correct in all material respects (except for those representations as of such earlier date); provided that any representation and warranties warranty that is qualified by as to “materiality,” “Material Adverse Effect” or a like qualification, which were similar language shall be true and correct in all respects) as of respects on the date hereof or on such earlier date, as the case may be (after giving effect to such qualification), . (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after After giving effect to this Amendment) , neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or will result from the making effectiveness of this Amendment: (i) impairs the grant, validity, priority or perfection of the Liens granted by the Credit Parties party hereto pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendments to the Credit AgreementAmendment, its representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date), (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (xI) has the requisite power and authority to make, deliver and perform the same, (yII) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, same and (zIII) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment.

Representations and Warranties; No Default. To In order to induce the Noteholders respective Lenders party hereto and the Administrative Agent to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) Borrower represents and warrants to each of the Noteholders Lenders party to this Amendment and the Administrative Agent that on and as of the 2018 Refinancing Amendment Effective Date, after giving effect to this Amendment and Amendment: (a) the contemporaneous amendments to the Credit Agreement, its representations and warranties contained in Article V (other than Section 5.05(b)) of the Note Purchase Agreement Credit Agreement, as amended by the Amended and Restated Credit Agreement, are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though if made on and as of the 2018 Refinancing Amendment Effective Date, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date (date, in which case such representations and warranties they were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date); provided that, (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived hereinthat such representations and warranties are qualified by materiality, certifies that material adverse effect or similar language, they shall be true and correct in all respects; (b) no Default or Event of Default exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) or will would result from the making effectiveness of this AmendmentAmendment or from the application of the proceeds of the Refinancing Revolver Loans; and (c) the execution, delivery and performance of this Amendment by the Borrower has been duly authorized by all necessary corporate action on the part of the Borrower, has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that the enforceability hereof may be limited by Debtor Relief Laws and by general principles of equity.

Representations and Warranties; No Default. To In order to induce the Noteholders Lenders to enter into this Amendment, to commit to the Company Incremental Term B-1 Commitments and to amend the Original Credit Agreement in the manner provided herein, the Loan Parties represent and warrant to each Lender that: (by delivery of its counterpart to this Amendmenta) hereby The (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendments to the Credit Agreement, its representations and warranties contained in the Note Purchase Specified Merger Agreement are Representations (as defined below) shall be true and correct in all material respects (except for those representations and warranties or, if qualified by as to “materiality,” or “Material Adverse Effect,” in all respects) to the extent required by the definition thereof and (ii) the Specified Representations (provided that the parenthetical in such definition after the reference to Section 3.14 shall be deemed to be replaced with “(subject to the last paragraph under Section 4 of Amendment No. 1)”) shall be true and correct in all material respects (or, if qualified as to “materiality” or a like qualification“Material Adverse Effect”, which shall be correct in all respects) on and as of the Effective Date with the same effect as though made on and as of the Amendment No. 1 Effective Date, except to in the extent case of any such representations representation and warranties warranty under either clause (i) or (ii) that expressly relate relates to an earlier date (date, in which case such representations representation and warranties were warranty shall be true and correct in all material respects (except for those representations and warranties or, if qualified by “materiality,” materiality or “Material Adverse Effect” or a like qualification”, which were true in all respects) as of such earlier date), (ii) represents and warrants . “Specified Merger Agreement Representations” means the representations made by the Target in the Merger Agreement as are material to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance interests of the sameLenders, and (z) has duly executed and delivered the same and (iii) except but only to the extent waived herein, certifies that no Default the Borrower or Event Merger Sub has the right to terminate its obligations under the Merger Agreement or to decline to consummate the Acquisition as a result of Default exists under any a breach of such representations in the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this AmendmentMerger Agreement.

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) Each Credit Party hereby represents and warrants to that as of the Noteholders that Restatement Effective Date, after giving effect to this Amendment Amendment, (i) no Default or Event of Default has occurred and the contemporaneous amendments to the Credit Agreement, its is continuing and (ii) all representations and warranties made by any Credit Party contained in the Note Purchase Credit Agreement or in the other Loan Documents are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though such representations and warranties had been made on and as of the Effective Date, date hereof (except to the extent where such representations and warranties expressly relate to an earlier date (date, in which case such representations and warranties were true and correct in all material respects (except for those representations as of such earlier date); provided that any representation and warranties warranty that is qualified by as to “materiality,” “Material Adverse Effect” or a like qualification, which were similar language shall be true and correct in all respects) as of respects on the date hereof or on such earlier date, as the case may be (after giving effect to such qualification), . (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after After giving effect to this Amendment) , neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or will result from the making effectiveness of this Amendment: (i) impairs the grant, validity, priority or perfection of the Liens granted by the Credit Parties party hereto pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendments to the Credit Agreement, its representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date), (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment.

Representations and Warranties; No Default. To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendments amendment to the Credit Agreement, its representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on and as of the Effective Date date hereof with the same effect as though made on and as of the Effective Datedate hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date), (ii) represents and warrants to the Noteholders that in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same, this Amendment; (y) has taken all necessary limited partnership action to authorize its execution, delivery and performance of the samethis Amendment, and (z) has duly executed and delivered the same this Amendment and (iii) except to the extent waived herein, certifies that no Default or Event of Default exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) Amendment or will result from the making of this Amendment.