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

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the only representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above are true and correct in all material respects (except to the extent qualified by materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except to the extent qualified by materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date), and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Administrative Borrower to the Administrative Agent of a Loan Request with respect to each such Loan, and the Borrowers’ acceptance of the proceeds of such Loan, or the submission by the Administrative Borrower of a Letter of Credit Application with respect to a Letter of Credit, and the issuance of such Letter of Credit, shall each be deemed to be a representation and warranty by each Borrower on the date of such Loan or the date of issuance of such Letter of Credit that: (i) the only representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)ARTICLE VI and in each other Loan Document, (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject certificate or other writing delivered to Permitted Liens, any representation and warranty with respect Agent or any Lender pursuant hereto or thereto on or prior to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach date of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver Loan or such Letter of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Credit are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof (including the representations and warranties set forth in the final sentence of Section 6.01(g)(i) [Financial Conditions]), in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respects) on and as of respects subject to such earlier datequalification)), and (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof or at the time of issuance of such Letter of Credit, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from this Agreement the making of the Loan to be made, or the other Loan Documents becoming effective issuance of such Letter of Credit to be issued, on such date and (iii) the conditions set forth in accordance with its or their respective termsthis Section 5.02 have been satisfied as of the date of such request.

Representations and Warranties; No Event of Default. The following statements shall be true Each Obligor hereby represents and correct: (i) the only representations and warranties relating warrants to the Parent Administrative Agent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Date, shall be Lenders that: (Aa) the representations and warranties contained in Section 6.01(a)5 and in each other Loan Document, (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect certificate or other writing delivered by or on behalf of the Obligors to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate Administrative Agent or any Lender pursuant to the entering into any Loan Document on or performance of the Loan Documents by the Loan Parties on before the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its terms; (b) the execution, delivery and performance of this Amendment (i) are within its corporate, partnership, limited partnership or their respective limited liability company power and do not contravene any provision of its organizational documents; (ii) have been duly authorized by all necessary or proper action of each Obligor; (iii) will not result in the creation or imposition of any Lien upon the Collateral, other than Permitted Liens; (iv) do not violate (A) any Laws or regulations to which it or its Subsidiaries are subject, the violation of which would be reasonably expected to have a Material Adverse Effect or (B) any order, injunction, judgment, decree or writ of any Governmental Authority to which it or its Subsidiaries are subject; (v) do not conflict with, or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture mortgage, deed of trust, lease or agreement or other instrument, in each case, in respect of material Indebtedness to which it or its Subsidiaries is a party or by which it or its Subsidiaries or any of its property is bound; and (vi) do not violate any contract or agreement or require the consent or approval of any other Person or Governmental Authority which has not already been obtained. The individual or individuals executing this Amendment are duly authorized to do so. This Amendment has been duly executed and delivered on behalf of each Obligor party thereto; and (c) this Amendment upon execution will constitute, a legal, valid and binding obligation of each Obligor party thereto, enforceable against each such Obligor in accordance with its 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 sought by proceedings in equity or at law).

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Tranche B Term Loan, and the Borrower's acceptance of the proceeds of such Tranche B Term Loan, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Tranche B Term Loan that: (i) the only representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)Article VI and in each other Loan Document, (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject certificate or other writing delivered to Permitted Liens, any representation and warranty with respect Agent or any Lender pursuant hereto or thereto on or prior to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach date of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Tranche B Term Loan are true and correct in all material respects (except to the extent qualified by materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except to the extent qualified by materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date), and (ii) at the time of and after giving effect to the making of such Tranche B Term Loan and the application of the proceeds thereof, no Default or [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Tranche B Term Loan to be made on such date and (iii) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the only representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Parties contained in Article VI and in each other Loan Parties Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material prior to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach date of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Loan are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by or modified as to materiality or "“Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by or modified as to materiality or "“Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), and (ii) at the time of and immediately after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Loan to be made, on such date and (iii) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective date of such request. The submission by the Administrative Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrowers’ acceptance of the proceeds of such Loan, shall be deemed to constitute a representation and warranty by the Administrative Borrower that the conditions specified in accordance with its or their respective termsclauses (i) and (ii) of this paragraph have been satisfied on and as of the date of the applicable Loan.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the only The representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Dateherein, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), Credit Agreement and in each caseOther Document, as they relate to the entering into certificate or performance other writing delivered by or on behalf of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent to any Agent or any of its Affiliates that are material Lender pursuant to the Agents and the Lenders, but only Credit Agreement or any Other Document on or prior to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Amendment No. 4 Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or modified as to "materiality" or "Material Adverse Effect"" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 4 Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or modified as to "materiality" or "Material Adverse Effect"" in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), other than (A) the representations and warranties contained in Section 5.5(a) and (b) of the Credit Agreement to the extent that the Pro Forma Balance Sheet and the Projections were prepared in part based on representations and warranties made by the Acquired Companies and/or the SNIH Stockholders (as each such term is defined in the SNI Acquisition Documents) in respect of the balance sheet and the cash flow and balance sheet projections of the Acquired Companies that were not true and correct in all material respects as of the Closing Date and (B) the representations and warranties contained in Section 5.19 of the Credit Agreement that there has been no breach of any material term or condition of the SNI Acquisition Documents to the extent that any representations and warranties made by the Acquired Companies and/or the SNIH Stockholders were not true and correct in all material respects as of the Closing Date, and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 4 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Borrowing Agent to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrowers' acceptance of the proceeds of such Loan, or the submission by Borrowing Agent of a Letter of Credit Application with respect to a Letter of Credit, and the issuance of such Letter of Credit, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Loan or the date of issuance of such Letter of Credit that: (i) the only representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)Article VI and in each other Loan Document, (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject certificate or other writing delivered to Permitted Liens, any representation and warranty with respect Agent or any Lender pursuant hereto or thereto on or prior to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach date of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver Loan or such Letter of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Credit are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or modified as to "materiality" or "Material Adverse Effect"" in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or modified as to "materiality" or "Material Adverse Effect"" in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), and (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof or at the time of issuance of such Letter of Credit, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from this Agreement the making of the Loan to be made, or the other Loan Documents becoming effective issuance of such Letter of Credit to be issued, on such date, and (iii) the conditions set forth in accordance with its or their respective termsthis Section 5.02 have been satisfied as of the date of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the only The representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Dateherein, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), Credit Agreement and in each caseOther Document, as they relate to the entering into certificate or performance other writing delivered by or on behalf of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent to any Agent or any of its Affiliates that are material Lender pursuant to the Agents and the Lenders, but only Credit Agreement or any Other Document on or prior to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Amendment No. 2 Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or modified as to "materiality" or "Material Adverse Effect"" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 2 Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or modified as to "materiality" or "Material Adverse Effect"" in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), other than (A) the representations and warranties contained in Section 5.5(a) and (b) of the Credit Agreement to the extent that the Pro Forma Balance Sheet and the Projections were prepared in part based on representations and warranties made by the Acquired Companies and/or the SNIH Stockholders (as each such term is defined in the SNI Acquisition Documents) in respect of the balance sheet and the cash flow and balance sheet projections of the Acquired Companies that were not true and correct in all material respects as of the Closing Date and (B) the representations and warranties contained in Section 5.19 of the Credit Agreement that there has been no breach of any material term or condition of the SNI Acquisition Documents to the extent that any representations and warranties made by the Acquired Companies and/or the SNIH Stockholders were not true and correct in all material respects as of the Closing Date, and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 2 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Borrower to the Administrative Agent of a request for each withdrawal from the Blocked Account, and the Borrower’s acceptance of the proceeds of such withdrawal, shall each be deemed to be a representation and warranty by each Loan Party on the date of such withdrawal that: (i) except for (A) Section 6.01(h)(iii) of the only representations Financing Agreement, solely to the extent such section relates to the Specified Defaults, or as a result of certain other defaults on Material Contracts disclosed in writing to the Agents prior to the Amendment No. 5 Effective Date and warranties (B) Section 6.01(t) of the Financing Agreement to the extent relating to the Parent and its Subsidiaries the accuracy of which shall be a condition period on or prior to the availability of the Loans on the Amendment No. 6 Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)Article VI and in each other Loan Document, (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject certificate or other writing delivered to Permitted Liens, any representation and warranty with respect Secured Party pursuant hereto or thereto on or prior to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach date of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above withdrawal are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be are true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be was true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be were true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), and (ii) except for the Specified Defaults, at the time of and after giving effect to the making of such withdrawal and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the withdrawal on such date and (iii) the conditions set forth in this Agreement or Section 5.03 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true By its execution and correct: (i) delivery hereof, the only representations Borrower represents and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability warrants that, as of the Loans on the Effective Datedate hereof, shall be and both before and immediately after giving effect to this Fourth Amendment: (Aa) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) the Credit Agreement and (z), and, the other Loan Documents that are subject to Permitted Liens, any representation materiality or Material Adverse Effect qualifications are true and warranty with respect to the creation correct in all respects on and perfection as of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, date hereof as they relate to the entering into or performance made on and as of the Loan Documents by the Loan Parties on the Effective Datesuch date, and (B) the representations and warranties made by the Sellers (as defined contained in the IWCO Acquisition Agreement) or Credit Agreement and the Parent or any of its Affiliates other Loan Documents that are material not subject to the Agents and the Lenders, but only to the extent that Parent materiality or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Material Adverse Effect qualifications are true and correct in all material respects (except to the extent qualified by materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date date hereof as though made on and as of such date, except in each case to the extent that any such representation or warranty expressly relates solely representations and warranties specifically refer to an earlier date (date, in which case such representation or warranty they shall be true and correct in all material respects (except to the extent qualified by materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), and respectively, of the Credit Agreement; (iib) no event has occurred and is continuing which constitutes a Default or Event of Default shall have occurred Default; (i) the Borrower has full power and be continuing on authority to execute and deliver this Fourth Amendment, (ii) this Fourth Amendment has been duly executed and delivered by the Effective Date or would result from Borrower and (iii) this Agreement or Fourth Amendment and the other Loan Documents becoming effective Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with its or their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Fourth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Organization Documents of the Borrower or its Subsidiaries, (ii) any Law applicable to the Borrower or its Subsidiaries or (iii) any Contractual Obligation to which the Borrower or the Subsidiaries is a party; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, the Borrower of this Fourth Amendment or (ii) the acknowledgement by each Guarantor of this Fourth Amendment.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the only The representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Dateherein, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), Credit Agreement and in each caseOther Document, as they relate to the entering into certificate or performance other writing delivered by or on behalf of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent to any Agent or any of its Affiliates that are material Lender pursuant to the Agents and the Lenders, but only Credit Agreement or any Other Document on or prior to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Amendment No. 9 Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or modified as to "materiality" or "Material Adverse Effect"" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 9 Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or modified as to "materiality" or "Material Adverse Effect"" in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), other than (A) the representations and warranties contained in Section 5.5(a) and (b) of the Credit Agreement to the extent that the Pro Forma Balance Sheet and the Projections were prepared in part based on representations and warranties made by the Acquired Companies and/or the SNIH Stockholders (as each such term is defined in the SNI Acquisition Documents) in respect of the balance sheet and the cash flow and balance sheet projections of the Acquired Companies that were not true and correct in all material respects as of the Closing Date and (B) the representations and warranties contained in Section 5.19 of the Credit Agreement that there has been no breach of any material term or condition of the SNI Acquisition Documents to the extent that any representations and warranties made by the Acquired Companies and/or the SNIH Stockholders were not true and correct in all material respects as of the Closing Date, and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 9 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Borrower to the Administrative Agent of a request for each withdrawal from the Blocked Account, and the Borrower’s acceptance of the proceeds of such withdrawal, shall each be deemed to be a representation and warranty by each Loan Party on the date of such withdrawal that: (i) except for (A) Section 6.01(h)(iii) of the only representations Financing Agreement, solely to the extent such section relates to the Specified Defaults, or as a result of certain other defaults on Material Contracts disclosed in writing to the Agents prior to the Amendment No. 5 Effective Date and warranties (B) Section 6.01(t) of the Financing Agreement to the extent relating to the Parent and its Subsidiaries the accuracy of which shall be a condition period on or prior to the availability of the Loans on the Amendment No. 6 Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)Article VI and in each other Loan Document, (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject certificate or other writing delivered to Permitted Liens, any representation and warranty with respect Secured Party pursuant hereto or thereto on or prior to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach date of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above withdrawal are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be are true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be bewas true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be were true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), and (ii) except for the Specified Defaults, at the time of and after giving effect to the making of such withdrawal and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the withdrawal on such date and (iii) the conditions set forth in this Agreement or Section 5.03 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the only The representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Dateherein, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), Credit Agreement and in each caseOther Document, as they relate to the entering into certificate or performance other writing delivered by or on behalf of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent to any Agent or any of its Affiliates that are material Lender pursuant to the Agents and the Lenders, but only Credit Agreement or any Other Document on or prior to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Amendment No. 5 Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 5 Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), other than (A) the representations and warranties contained in Section 5.5(a) and (b) of the Credit Agreement to the extent that the Pro Forma Balance Sheet and the Projections were prepared in part based on representations and warranties made by the Acquired Companies and/or the SNIH Stockholders (as each such term is defined in the SNI Acquisition Documents) in respect of the balance sheet and the cash flow and balance sheet projections of the Acquired Companies that were not true and correct in all material respects as of the Closing Date and (B) the representations and warranties contained in Section 5.19 of the Credit Agreement that there has been no breach of any material term or condition of the SNI Acquisition Documents to the extent that any representations and warranties made by the Acquired Companies and/or the SNIH Stockholders were not true and correct in all material respects as of the Closing Date, and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 5 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the only representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Parties contained in Article VI and in each other Loan Parties Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material prior to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach date of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Loan are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by or modified as to materiality or "“Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by or modified as to materiality or "“Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), and (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Loan to be made, on such date and (iii) the conditions set forth in this Agreement or Section 5.03 have been satisfied as of the other Loan Documents becoming effective date of such request. The submission by the Administrative Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrowers’ acceptance of the proceeds of such Loan, shall be deemed to constitute a representation and warranty by the Administrative Borrower that the conditions specified in accordance with its or their respective termsclauses (i) and (ii) of this paragraph have been satisfied on and as of the date of the applicable Loan.

Representations and Warranties; No Event of Default. The following statements shall be true By its execution and correct: delivery hereof, Borrower represents and warrants that, as of the date hereof, after giving effect to the amendments in Section 1 hereof: (ia) the only all representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by Parties in the Loan Parties on the Effective DateDocuments signed by such Loan Party are true, correct, and (B) complete in all material respects with the representations and warranties made by the Sellers (same effect as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of though such representations and warranties in had been made on the IWCO Acquisition Agreement date hereof (the it being understood and agreed that any representation or warranty that is qualified as to "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above are true and correct in all material respects (except to the extent qualified by materiality or materiality," "Material Adverse Effect", in which case such representations and warranties " or similar language shall be true and correct in all respects) on and as of the Effective Date as though made on and respects as of such date), except (i) to the extent that any such representation or warranty representations and warranties are expressly relates solely limited to an earlier date (date, in which case case, such representation or warranty representations and warranties shall continue to be true and correct in all material respects (except to the extent qualified by with duplication of any applicable materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respectsqualification) on and as of such specified earlier date), date and (ii) that the representations and warranties contained in Sections 4(c) of the Amended Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5(d)(i) and (ii) of the Amended Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or Event of Default shall have occurred Default; (i) the Borrower has full power and be continuing on authority to execute and deliver this First Amendment, (ii) this First Amendment has been duly executed and delivered by the Effective Date or would result from Borrower and (iii) this Agreement or First Amendment, the Amended Credit Agreement, and each of the other Loan Documents becoming effective to which the Borrower is or will be a party, when delivered hereunder or thereunder, will be the legal, valid and binding obligations of the Borrower, enforceable against Borrower in accordance with such Loan Document’s terms, subject to applicable bankruptcy laws and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law; and (d) the execution, delivery and performance by the Borrower of this First Amendment, the Amended Credit Agreement and each of the other Loan Documents to which it is a party, are within the powers of the Borrower, do not contravene the organizational documents of the Borrower, and do not (i) violate any law or regulation, or any order or decree of any court or Governmental Authority, (ii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or any of its properties, or their respective terms(iii) require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or other Person, except (A) such as have been obtained or made and are in full force and effect, (B) the recording and filing of the Security Instruments and Uniform Commercial Code financing statements as required by the Loan Documents and (C) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder and would not reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the only The representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Dateherein, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), Credit Agreement and in each caseOther Document, as they relate to the entering into certificate or performance other writing delivered by or on behalf of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent to any Agent or any of its Affiliates that are material Lender pursuant to the Agents and the Lenders, but only Credit Agreement or any Other Document on or prior to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Amendment No. 6 Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 6 Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), other than (A) the representations and warranties contained in Section 5.5(a) and (b) of the Credit Agreement to the extent that the Pro Forma Balance Sheet and the Projections were prepared in part based on representations and warranties made by the Acquired Companies and/or the SNIH Stockholders (as each such term is defined in the SNI Acquisition Documents) in respect of the balance sheet and the cash flow and balance sheet projections of the Acquired Companies that were not true and correct in all material respects as of the Closing Date and (B) the representations and warranties contained in Section 5.19 of the Credit Agreement that there has been no breach of any material term or condition of the SNI Acquisition Documents to the extent that any representations and warranties made by the Acquired Companies and/or the SNIH Stockholders were not true and correct in all material respects as of the Closing Date, and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 6 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the only The representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Dateherein, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), Credit Agreement and in each caseOther Document, as they relate to the entering into certificate or performance other writing delivered by or on behalf of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent to any Agent or any of its Affiliates that are material Lender pursuant to the Agents and the Lenders, but only Credit Agreement or any Other Document on or prior to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above Amendment No. 8 Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 8 Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), other than (A) the representations and warranties contained in Section 5.5(a) and (b) of the Credit Agreement to the extent that the Pro Forma Balance Sheet and the Projections were prepared in part based on representations and warranties made by the Acquired Companies and/or the SNIH Stockholders (as each such term is defined in the SNI Acquisition Documents) in respect of the balance sheet and the cash flow and balance sheet projections of the Acquired Companies that were not true and correct in all material respects as of the Closing Date and (B) the representations and warranties contained in Section 5.19 of the Credit Agreement that there has been no breach of any material term or condition of the SNI Acquisition Documents to the extent that any representations and warranties made by the Acquired Companies and/or the SNIH Stockholders were not true and correct in all material respects as of the Closing Date, and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 8 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (ia) subject to Certain Funds Provision (as defined at the end of Section 5.01), the only representations and warranties relating to the Parent making and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (s), (t), (wu), (xy), (bb), (ff), (gg), (hh) and (z), ii) and, subject to the Certain Funds Provision and Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by the Sellers Company (as defined in the IWCO Acquisition Agreement) or with respect to the Parent or any of Company and its Affiliates subsidiaries in the Acquisition Agreement that are material to the Agents and the Lenders, but only to the extent that the Parent or any of its Affiliates have and/or Merger Sub has the right under the IWCO Acquisition Agreement to terminate (without any fee or cause the termination ofpenalty) their its obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to the Parent's (and/or Merger Sub’s) waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above are true and correct in all material respects (except to the extent qualified by materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except to the extent qualified by materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date), and (iib) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the only representations and warranties relating to the Parent and its Subsidiaries the accuracy of which shall be a condition to the availability of the Loans on the Effective Date, shall be (A) Except for Section 6.01(h)(iii) of the Financing Agreement to the extent such section relates to the Specified Defaults (as defined in that certain Forbearance Agreement, dated as of April 18, 2023, by and among the Agents, Lenders, and each Loan Party), or as a result of certain other defaults on Material Contracts disclosed in writing to the Agents and (B) Section 6.01(t) of the Financing Agreement on or prior to the Amendment No. 5 Effective Date (collectively, the “Representation Exception”), the representations and warranties contained herein, in Section 6.01(a)Article VI of the Financing Agreement and in each other Loan Document, (b), (c), (d), (h), (k), (s), (t), (w), (x) and (z), and, subject to Permitted Liens, any representation and warranty with respect on or immediately prior to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Loan Parties on the Amendment No. 5 Effective Date, and (B) the representations and warranties made by the Sellers (as defined in the IWCO Acquisition Agreement) or the Parent or any of its Affiliates that are material to the Agents and the Lenders, but only to the extent that Parent or any of its Affiliates have the right under the IWCO Acquisition Agreement to terminate (or cause the termination of) their obligations under the IWCO Acquisition Agreement or not to consummate the transactions contemplated by the IWCO Acquisition Agreement as a result of a breach of such representations and warranties in the IWCO Acquisition Agreement (the "Specified Acquisition Representations") without regard to Parent's waiver of such breach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent any representations or warranties that already are qualified by materiality or "modified as to “materiality” or “Material Adverse Effect"” in the text thereof, in which case such representations and warranties shall be true and correct in all respectsrespects subject to such qualification) on and as of such earlier date), and (ii) except for the Specified Defaults, no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 5 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.