Common use of REPRESENTATIONS AND WARRANTIES OF BORROWER AND HOLDINGS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF BORROWER AND HOLDINGS. In order to induce Lenders and Administrative Agent to enter into this Amendment No. 1, Borrower and Holdings each represents and warrants to each Lender and Administrative Agent that the following statements are true, correct and complete: (i) each Loan Party has the power and authority, and the legal right, to make, deliver and perform its obligations under this Amendment No. 1 and, as applicable, the Credit Agreement as amended by this Amendment No. 1 (the “Amended Agreement”); DB3/ 204012913.4 (ii) each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment No. 1; (iii) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment No. 1, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect; (iv) the execution, delivery and performance of this Amendment No. 1 will not violate (i) the charter, by-laws or other constitutive documents of any Loan Party or (ii) any Requirement of Law or any Contractual Obligation of any Group Member, except, in the case of this clause (ii) for any such violation which could not reasonably be expected to have a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation; (v) this Amendment No. 1 has been duly executed and delivered by each Loan Party and this Amendment No. 1 and the Amended Agreement and are the legal, valid and binding obligations of each Loan Party party thereto, enforceable against such Person in accordance with their respective 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); (vi) the representations and warranties contained in Section 4 of the Credit Agreement are and will be true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) on and as of the date hereof and the Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; and (vii) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment No. 1 that would constitute a Default or Event of Default.

REPRESENTATIONS AND WARRANTIES OF BORROWER AND HOLDINGS. In order to induce Lenders the Lenders, the New Lender and Administrative Agent to enter into this Amendment No. 12, Borrower and Holdings each represents and warrants to each Lender, the New Lender and Administrative Agent that the following statements are true, correct and complete: (i) each Loan Party of Borrower and Holdings has the power and authority, and the legal right, to make, deliver and perform its obligations under this Amendment No. 1 and, as applicable2, the Credit Agreement as amended by this Amendment No. 1 2 (the “Amended Agreement”) and any Notes issued pursuant to Section 4D below (the “New Note”); DB3/ 204012913.4; (ii) each Loan Party of Borrower and Holdings has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment No. 12 and the New Note; (iii) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment No. 12 and the New Note, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect; (iv) the execution, delivery and performance of this Amendment No. 1 2 and the New Note will not violate (i) the charter, by-laws or other constitutive documents of any Loan Party or (ii) any Requirement of Law or any Contractual Obligation of any Group Member, except, in the case of this clause (ii) except for any such violation which could not reasonably be expected to have a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation; (v) this Amendment No. 1 has 2, the New Note and the Amended Agreement have been duly executed and delivered by each Loan Party Borrower and this Amendment No. 1 and the Amended Agreement Holdings and are the legal, valid and binding obligations of each Loan Party party theretoBorrower and Holdings, enforceable against such Person Borrower and Holdings in accordance with their respective 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); (vi) the representations and warranties contained in Section 4 of the Credit Agreement are and will be true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) on and as of the date hereof and the Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; and (vii) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment No. 1 2 that would constitute a Default or Event of Default.

REPRESENTATIONS AND WARRANTIES OF BORROWER AND HOLDINGS. In order to induce Lenders and Administrative Agent to enter into this Amendment No. 1, Borrower and Holdings each represents and warrants to each Lender and Administrative Agent that the following statements are true, correct and complete: (i) each Loan Party of Borrower and Holdings has the power and authority, and the legal right, to make, deliver and perform its obligations under this Amendment No. 1 and, as applicable1, the Credit Agreement as amended by this Amendment No. 1 (the “Amended Agreement”) and any Notes issued pursuant to Section 4D below (the “New Notes”); DB3/ 204012913.4; (ii) each Loan Party of Borrower and Holdings has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment No. 11 and the New Notes; (iii) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment No. 11 and the New Notes, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect; (iv) the execution, delivery and performance of this Amendment No. 1 and the New Notes will not violate (i) the charter, by-laws or other constitutive documents of any Loan Party or (ii) any Requirement of Law or any Contractual Obligation of any Group Member, except, in the case of this clause (ii) except for any such violation which could not reasonably be expected to have a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation; (v) this Amendment No. 1 has 1, the Amended Agreement and the New Notes have been duly executed and delivered by each Loan Party Borrower and this Amendment No. 1 and the Amended Agreement Holdings and are the legal, valid and binding obligations of each Loan Party party theretoBorrower and Holdings, enforceable against such Person Borrower and Holdings in accordance with their respective 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); (vi) the representations and warranties contained in Section 4 of the Credit Agreement are and will be true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) on and as of the date hereof and the Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; and (vii) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment No. 1 that would constitute a Default or Event of Default.

REPRESENTATIONS AND WARRANTIES OF BORROWER AND HOLDINGS. In order to induce Lenders the Lenders, the New Lender and Administrative Agent to enter into this Amendment No. 13, Borrower and Holdings each represents and warrants to each Lender, the New Lender and Administrative Agent that the following statements are true, correct and complete: (i) each Loan Party of Borrower and Holdings has the power and authority, and the legal right, to make, deliver and perform its obligations under this Amendment No. 1 and, as applicable3, the Credit Agreement as amended by this Amendment No. 1 3 (the “Amended Agreement”) and any Notes issued pursuant to Section 4D below (the “New Notes”); DB3/ 204012913.4; (ii) each Loan Party of Borrower and Holdings has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment No. 13 and the New Notes; (iii) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment No. 13 and the New Notes, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect; (iv) the execution, delivery and performance of this Amendment No. 1 3 and the New Notes will not violate (i) the charter, by-laws or other constitutive documents of any Loan Party or (ii) any Requirement of Law or any Contractual Obligation of any Group Member, except, in the case of this clause (ii) except for any such violation which could not reasonably be expected to have a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation; (v) this Amendment No. 1 has 3, the New Notes and the Amended Agreement have been duly executed and delivered by each Loan Party Borrower and this Amendment No. 1 and the Amended Agreement Holdings and are the legal, valid and binding obligations of each Loan Party party theretoBorrower and Holdings, enforceable against such Person Borrower and Holdings in accordance with their respective 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); (vi) the representations and warranties contained in Section 4 of the Credit Agreement are and will be true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) on and as of the date hereof and the Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; and (vii) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment No. 1 3 that would constitute a Default or Event of Default.