Common use of Representations and Warranties of Credit Parties Clause in Contracts

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties made by the Credit Parties in the Credit Agreement, in the other Credit Documents and which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the First Additional Loan Amendment Effective Date as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date. (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) Except as specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It Each of the Credit Parties has full corporate power, authority and right to execute, deliver and perform this Agreement and has taken all necessary limited liability company or corporate action to authorize the execution, delivery and performance by it of this AmendmentAgreement. (b) This Amendment Agreement has been duly executed and delivered by such Person and on behalf of each of the Credit Parties. This Agreement constitutes such Person’s a legal, valid and binding obligationobligation of each of the Credit Parties, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (ii) general principles of whether enforcement is sought by proceedings in equity (regardless of whether such enforceability is considered in a proceeding or at law or in equitylaw). (c) No consent, approval, consent or authorization or order of, or filing, registration or qualification filing with, notice to or other act by or in respect of, any court Governmental Authority or governmental authority or third party any other Person is required in connection with the execution, delivery or performance by such Person of this AmendmentAgreement by the Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Agreement against the Credit Parties. (d) The representations and warranties made by the Credit Parties in the Credit Agreement, in the other Credit Security Documents and or which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be the Credit Agreement are true and correct in all material respects, in each case respects on and as of the First Additional Loan Amendment Effective Date date hereof as if made on and as of such date date, except for representations and warranties expressly stated to relate to a specific earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier datethat is already qualified or modified by materiality or reference to Material Adverse Effect in the text thereof. (e) After giving effect to this AmendmentAgreement, no event Default or Event of Default has occurred and is continuing which constitutes a Default or an Event of Defaulton the date hereof. (f) Except as specifically provided in this AmendmentThe Security Documents continue to create a valid security interest in, and Lien upon, the Collateral purported to be covered thereby, in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) The Obligations of the Credit Party Obligations Parties are not reduced or modified by this Amendment and Agreement (except as set forth herein) and, as of the date hereof, are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It Each Credit Party and each Subsidiary thereof has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this AmendmentAgreement in accordance with its terms. (b) This Amendment Agreement has been duly executed and delivered by such Person the duly authorized officers of each Credit Party that is a party hereto and constitutes such Person’s the legal, valid and binding obligationobligation of each Credit Party that is a party hereto, enforceable in accordance with its terms, except as such enforceability may be subject to (i) limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar state or federal debtor relief laws affecting from time to time in effect which affect the enforcement of creditors’ rights generally in general and (ii) general principles the availability of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)equitable remedies. (c) No consent, approval, consent or authorization or order of, or filing, registration or qualification filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any court or governmental authority or third party other Person not obtained is required in connection with the execution, delivery delivery, performance, validity or performance by such Person enforceability of this AmendmentAgreement. (d) The representations and warranties made by the Credit Parties set forth in the Credit Agreement, in the other Credit Loan Documents and which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct in all material respects as of the date hereof, except for any representation and (ii) with respect warranty that is qualified by materiality or reference to representations Material Adverse Effect, which such representation and warranties that do not contain a materiality qualification, warranty shall be true and correct in all material respects, in each case respects on and as of the First Additional Loan Amendment Effective Date date hereof with the same effect as if made on and as of such date (except for any such representation or and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date). (e) After giving effect to this Amendment, no No event has occurred and is continuing which constitutes a Default or an Event of Default. (f) Except as specifically provided in this AmendmentThe Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) The Obligations of the Credit Party Obligations Parties are not reduced or modified by this Amendment Agreement and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It Each of the Credit Parties has full corporate power, authority and right to execute, deliver and perform this Agreement and has taken all necessary limited liability company or corporate action to authorize the execution, delivery and performance by it of this AmendmentAgreement. (b) This Amendment Agreement has been duly executed and delivered by such Person and on behalf of each of the Credit Parties. This Agreement constitutes such Person’s a legal, valid and binding obligationobligation of each of the Credit Parties, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (ii) general principles of whether enforcement is sought by proceedings in equity (regardless of whether such enforceability is considered in a proceeding or at law or in equitylaw). (c) No consent, approval, consent or authorization or order of, or filing, registration or qualification filing with, notice to or other act by or in respect of, any court Governmental Authority or governmental authority or third party any other Person is required in connection with the execution, delivery or performance by such Person of this AmendmentAgreement by the Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Agreement against the Credit Parties. (d) The representations and warranties made by the Credit Parties in the Credit Agreement, in the other Credit Security Documents and or which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be the Credit Agreement are true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the First Additional Loan Amendment Effective Date date hereof as if made on and as of such date date, except for any representation or warranty made as of an earlier date, which representation representations and warranty shall remain true and correct as of such warranties expressly stated to relate to a specific earlier date. (e) After giving effect to this Amendment, no event No Default or Event of Default has occurred and is continuing which constitutes a Default or an Event of Defaulton the date hereof. (f) Except as specifically provided in this AmendmentThe Security Documents continue to create a valid security interest in, and Lien upon, the Collateral purported to be covered thereby, in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) The Obligations of the Credit Party Obligations Parties are not reduced or modified by this Amendment and Agreement (except as set forth herein) and, as of the date hereof, are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It Such Credit Party has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and on behalf of each of the Credit Parties. This Amendment constitutes such Person’s a legal, valid and binding obligationobligation of each of the Credit Parties, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights generally in general and (ii) general principles the availability of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity)equitable remedies. (c) No consent, approval, consent or authorization or order of, or filing, registration or qualification filing with, notice to or other act by or in respect of, any court Governmental Authority or governmental authority or third party any other Person is required in connection with the execution, delivery or performance by such Person of this AmendmentAmendment by the Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Amendment against the Credit Parties. (d) The representations and warranties made by the Credit Parties in the Credit Agreement, in Agreement and the other Credit Loan Documents and which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty is true and correct in each case all respects, on and as of the First Additional Loan Amendment Effective Date date hereof as if made on and as of such date date, (except for any such representation or and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain is true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty is true and correct in all respects as of such earlier date). (e) After giving effect to this Amendment, no event No Default or Event of Default has occurred and is continuing which constitutes a Default or an Event of Defaulton the date hereof. (f) Except as specifically provided in this AmendmentThe Security Documents continue to create a valid security interest in, and Lien upon, the Collateral purported to be covered thereby, in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) The Obligations of the Credit Party Obligations Parties are not reduced or modified by this Amendment and (except as set forth herein) and, as of the date hereof, are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties Party hereby represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligationobligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws of general applicability relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The After giving effect to this Amendment, the representations and warranties made by the any Credit Parties Party herein or in the Credit Agreement, in the any other Credit Documents and Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall are (i) with respect to representations and warranties that contain a materiality qualification, be true and correct (after giving effect to such materiality qualification set forth therein) and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the First Additional Loan Amendment Effective Date date hereof as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain remains true and correct (or true and correct in all material respects, as applicable) as of such earlier date. (e) Both before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. (f) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) Except as specifically provided in this Amendment, the Credit Party Obligations Parties are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaimsin compliance with Section 4.2 of the Credit Agreement.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It has full power and authority and the legal right to make, deliver and perform this Amendment and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Amendment. (b) No Default or Event of Default has occurred and is continuing under the Credit Agreement (other than any such Defaults or Events of Default that are the subject of this Amendment). (c) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligationobligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (ii) general principles of whether enforcement is sought by proceedings in equity (regardless of whether such enforceability is considered in a proceeding or at law or in equitylaw). (cd) No consent, approval, consent or authorization or order of, or filing, registration or qualification filing with, notice to or other act by or in respect of, any court Governmental Authority or governmental authority or third party any other Person is required in connection with the execution, delivery or performance by such Person of this Amendment, except for any filings required to be made with the Securities and Exchange Commission. (de) The representations and warranties made by the Credit Parties in the Credit Agreement, Agreement are true and correct in the other Credit Documents and which are contained in any certificate furnished at any time under or in connection therewith shall all material respects (i) with respect to except for those representations and warranties that contain a materiality qualificationare already qualified by materiality, be true and correct and (ii) with respect to in which case such representations and warranties that do not contain a materiality qualification, will be true and correct in all material respects, in each case re spects as set forth therein) on and as of the First Additional Loan Amendment each Effective Date as if made on and as of such date except for any representation or warranty made as of an earlier each Effective Date, unless expressly stated to relate to a specific date, in which representation case such representations and warranty warranties shall remain be true and correct in all material respects as of such earlier specific date. (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) Except as specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties made by set forth in Article III of the Credit Parties Agreement are true and correct in all material respects as of the Credit Agreement, in the other Credit Documents date hereof (except for those which expressly relate to an earlier date and which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to those representations and warranties that contain are expressly qualified by a materiality qualificationMaterial Adverse Effect or other materiality, be true and correct and (ii) with respect to in which case such representations and warranties that do not contain a materiality qualification, shall be true and correct in all material respects, in each case on and as of the First Additional Loan Amendment Effective Date as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date). (e) After giving effect to this Amendment, no No event has occurred and is continuing which constitutes a Default or an Event of Default. (f) Except as specifically provided in this AmendmentThe Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) The Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties Borrower represents and warrants as follows: (a) It has taken all necessary action to authorize the The execution, delivery and performance by Borrower of this Amendment. (b) Amendment are within Borrower’s organizational powers and have been duly authorized by all necessary organizational actions on the part of Borrower and, if required, actions by Borrower’s equity holders. This Amendment has been duly executed and delivered by such Person Borrower and constitutes such Person’s a legal, valid and binding obligationobligation of Borrower, enforceable in accordance with its terms, except as such enforceability may be subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar other laws affecting creditors’ ' rights generally and (ii) subject to general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law law. (b) The execution, delivery and performance by Borrower of this Amendment do not (i) conflict with Borrower’s articles or certificate of formation, limited liability company or operating agreement or other charter document, (ii) contravene, conflict with, constitute a default under or violate any Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or 8407693_1.DOC Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in equity)full force and effect) or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties made by the Credit Parties of Borrower set forth in the Credit Agreement, in the other Credit Loan Documents and which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case respects with the same effect as though made on and as of the First Additional Loan Amendment Effective Date as if made on (it being understood and as of such date except for agreed that any representation or warranty which by its terms is made as of an earlier date, which representation and warranty shall remain a specified date is true and correct in all material respects only as of such earlier specified date, and that any representation or warranty which is subject to any materiality qualifier is true and correct in all respects). (ed) After giving effect to this AmendmentOther than the Existing Defaults (as defined in the Forbearance Agreement, dated the date hereof, between Borrower and Lender), no event has occurred and is continuing which constitutes a Default or an Event of Default. (e) Borrower has estimated and/or recorded all GAAP adjustments or probable liabilities (including, without limitation, stock based compensation and sales tax), and such adjustments or probable liabilities are properly reflected, in its year-to-date financial statements through May 31, 2017 provided to Lender. (f) Except as specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and and, to the knowledge of the Loan Parties, are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It has full power and authority and the legal right to make, deliver and perform this Amendment and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Amendment. (b) No Default or Event of Default has occurred and is continuing under the Credit Agreement. (c) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligationobligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (ii) general principles of whether enforcement is sought by proceedings in equity (regardless of whether such enforceability is considered in a proceeding or at law or in equitylaw). (cd) No consent, approval, consent or authorization or order of, or filing, registration or qualification filing with, notice to or other act by or in respect of, any court Governmental Authority or governmental authority or third party any other Person is required in connection with the execution, delivery or performance by such Person of this Amendment. (de) The representations and warranties made by the Credit Parties in the Credit Agreement, in the other Credit Documents and which Agreement are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respectsrespects (except for those representations and warranties that are already qualified by materiality, in each which case such representations and warranties will be correct in all respects as set forth therein) on and as of the First Additional Loan Amendment Effective Date as if made on and as of such date except for any representation or warranty made as of an earlier the Effective Date, unless expressly stated to relate to a specific date, in which representation case such representations and warranty warranties shall remain be true and in correct in all material respects as of such earlier specific date. (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) Except as specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It Such Credit Party has the corporate, partnership, limited liability company, unlimited liability company or similar organizational power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Agreement and has taken all necessary action corporate, partnership, limited liability company, unlimited liability company or similar organizational action, as the case may be, to authorize the execution, delivery and performance by it of this Amendment. (b) This Amendment Agreement. Such Credit Party has been duly executed and delivered by such Person and this Agreement, and, subject to the Legal Reservations, this Agreement constitutes such Person’s its legal, valid and binding obligation, obligation enforceable in accordance with its terms, except as such to the extent that the enforceability thereof may be subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws law generally affecting creditors’ rights generally and (ii) general by equitable principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding equity or at law or in equitylaw). (cb) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with Neither the execution, delivery or performance by such Person Credit Party of this AmendmentAgreement, nor compliance by it with the terms and provisions hereof, (i) will contravene any provision of any Requirement of Law, other than any Requirement of Law the violation of which could not reasonably be expected to result in a Material Adverse Effect, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under (with due notice or lapse of time or both), or result in the creation or imposition of (or the obligation to create or impose) any material Lien (except pursuant to the Security Documents) upon any of the material property or assets of such Credit Party or any of its respective Restricted Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which such Credit Party or any of its Restricted Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject, the violation of which could reasonably be expected to result in a Material Adverse Effect (including, for the avoidance of doubt, the Senior Unsecured Note Indentures), (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of such Credit Party or (iv) will require any approval of stockholders of any Person, in each case that has not been obtained and is in full force and effect. (c) No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (i) those that have otherwise been obtained or made on or prior to the First Amendment Effective Date and which remain in full force and effect on the First Amendment Effective Date, (ii) filings which are necessary to perfect the security interests and Liens created under the Security Documents to the extent required by the Collateral and Guarantee Requirement, or (iii) filings of periodic reports and other documents under the Exchange Act and other applicable Requirements of Law), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, such Credit Party to authorize, or is required to be obtained or made by, or on behalf of, such Credit Party in connection with, the execution, delivery and performance of this Agreement, in each case other than any orders, consents, approvals, licenses, authorizations or validations of, or filings, recordings or registrations, the failure to have or make could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (d) The Immediately after giving effect to this Agreement, no Default or Event of Default shall exist. (e) Each of the representations and warranties made by any Credit Party set forth in Section 7 of the Credit Parties Agreement or in the Credit Agreement, in the any other Credit Documents and which Document are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, respects (without duplication of any materiality standard set forth in each case any such representation or warranty) on and as of the First Additional Loan Amendment Effective Date with the same effect as if though made on and as of such date date, except for any representation or warranty made as of to the extent such representations and warranties expressly relate to an earlier date, in which representation case such representations and warranty shall remain warranties were true and correct in all material respects as of such earlier datedate (without duplication of any materiality standard set forth in any such representation or warranty). (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) Except as specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s 's legal, valid and binding obligationobligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ ' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The After giving effect to this Amendment, the representations and warranties made by set forth in Article III of the Credit Parties in the Credit Agreement, in the other Credit Documents and Agreement or which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the First Additional Loan Amendment Effective Date as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain Credit Agreement are true and correct as of such the First Amendment Effective Date (except for those which expressly relate to an earlier date). (e) After giving effect to this Amendment, no event Default or Event of Default has occurred and is continuing which constitutes a Default or an Event of Defaultcontinuing. (f) Except as specifically provided in this Amendment, the The Credit Party Obligations are not reduced or modified by this Amendment Amendment. (g) The proceeds of the Additional Revolving Loans will be used to finance capital expenditures and are working capital and other general corporate purposes, including Permitted Investments. (h) After giving effect to this Amendment, (i) the sum of the aggregate principal Dollar Amount of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations plus Competitive Loans do not subject to any offsetsexceed the Aggregate Revolving Committed Amount, defenses or counterclaims(ii) the LOC Obligations do not exceed the LOC Committed Amount and (iii) the Swingline Loans do not exceed the Swingline Commitment.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties made by the Credit Parties in the Credit Agreement, in the other Credit Loan Documents and which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be are true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be are true and correct in all material respects, in each case on and as of the First Additional Loan Amendment Effective Date date hereof as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date. (e) After giving effect to this AmendmentAmendment and any funding of the Revolving B Commitment, no event has occurred and is continuing which constitutes a Default or an Event of DefaultDefault shall have occurred and be continuing. (f) Except The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) Other than as specifically provided in this Amendmentset forth herein, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties made by the Credit Parties in the Credit Agreement, in the other Credit Documents and which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the First Additional Loan Amendment Effective Date as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date. (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) Except as specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally DM3\3048899.3 and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties made by set forth in Article III of the Credit Parties Agreement are true and correct in the Credit Agreement, in the other Credit Documents and which are contained in any certificate furnished at any time under or in connection therewith shall (i) all material respects with respect to those representations and warranties that contain a are not qualified by materiality qualification, be true and correct and (ii) all respects with respect to all other representations and warranties that do not contain a materiality qualification, be true and correct in all material respectswarranties, in each case on and as of the First Additional Loan Amendment Effective Date as if made on and as of such date hereof (except for any representation or warranty made as of those which expressly relate to an earlier date, which representation and warranty shall remain true and correct as of such earlier date). (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) After giving effect to this Amendment, the Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) Except as specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties made by the Credit Parties in the Credit Agreement, in the other Credit Loan Documents and which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be are true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be are true and correct in all material respects, in each case on and as of the First Additional Loan Amendment Effective Date date hereof as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date. (e) After giving effect to this AmendmentAmendment and any funding of the Revolver Increase, no event has occurred and is continuing which constitutes a Default or an Event of DefaultDefault shall have occurred and be continuing. (f) Except The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) Other than as specifically provided in this Amendmentset forth herein, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It Each of the Credit Parties has full corporate power, authority and right to execute, deliver and perform this Agreement and has taken all necessary limited liability company or corporate action to authorize the execution, delivery and performance by it of this AmendmentAgreement. (b) This Amendment Agreement has been duly executed and delivered by such Person and on behalf of each of the Credit Parties. This Agreement constitutes such Person’s a legal, valid and binding obligationobligation of each of the Credit Parties, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (ii) general principles of whether enforcement is sought by proceedings in equity (regardless of whether such enforceability is considered in a proceeding or at law or in equitylaw). (c) No consent, approval, consent or authorization or order of, or filing, registration or qualification filing with, notice to or other act by or in respect of, any court Governmental Authority or governmental authority or third party any other Person is required in connection with the execution, delivery or performance by such Person of this AmendmentAgreement by the Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Agreement against the Credit Parties. (d) The representations and warranties made by the Credit Parties in the Credit Agreement, in the other Credit Security Documents and or which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be the Credit Agreement are true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the First Additional Loan Amendment Effective Date date hereof as if made on and as of such date date, except for any representation or warranty made as of an earlier date, which representation representations and warranty shall remain true and correct as of such warranties expressly stated to relate to a specific earlier date. (e) After giving effect to this Amendment, no event No Default or Event of Default has occurred and is continuing which constitutes a Default or an Event of Defaulton the date hereof. (f) Except as specifically provided in this AmendmentThe Security Documents continue to create a valid security interest in, and Lien upon, the Collateral purported to be covered thereby, in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) The Obligations of the Credit Party Obligations Parties are not reduced or modified by this Amendment and Agreement and, as of the date hereof, are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It Each of the Credit Parties has full corporate power, authority and right to execute, deliver and perform this Agreement and has taken all necessary limited liability company or corporate action to authorize the execution, delivery and performance by it of this AmendmentAgreement. (b) This Amendment Agreement has been duly executed and delivered by such Person and on behalf of each of the Credit Parties. This Agreement constitutes such Person’s a legal, valid and binding obligationobligation of each of the Credit Parties, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (ii) general principles of whether enforcement is sought by proceedings in equity (regardless of whether such enforceability is considered in a proceeding or at law or in equitylaw). (c) No consent, approval, consent or authorization or order of, or filing, registration or qualification filing with, notice to or other act by or in respect of, any court Governmental Authority or governmental authority or third party any other Person is required in connection with the execution, delivery or performance by such Person of this AmendmentAgreement by the Credit Parties (other than those which have been obtained) or with the validity or enforceability of this Agreement against the Credit Parties. (d) The representations and warranties made by the Credit Parties in the Credit Agreement, in the other Credit Security Documents and or which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be the Credit Agreement are true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the First Additional Loan Amendment Effective Date date hereof as if made on and as of such date date, except for any representation or warranty made as of an earlier date, which representation representations and warranty shall remain true and correct as of such warranties expressly stated to relate to a specific earlier date. (e) After giving effect to this Amendment, no event No Default or Event of Default has occurred and is continuing which constitutes a Default or an Event of Defaulton the date hereof. (f) Except as specifically provided in this AmendmentThe Security Documents continue to create a valid security interest in, and Lien upon, the Collateral purported to be covered thereby, in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. CHAR1\1441155v4 (g) The Obligations of the Credit Party Obligations Parties are not reduced or modified by this Amendment and Agreement and, as of the date hereof, are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties made by set forth in Article III of the Credit Parties in the Credit Agreement, in the other Credit Documents and which Agreement are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case respects on and as of the First Additional Loan Amendment Effective Date date hereof as if made on and as of the date hereof, except to the extent that any such date except for any representation or and warranty made as of specifically relate to an earlier date, in which representation case such representations and warranty warranties shall remain have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (e) After Both before and after giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) Except as specifically provided in this AmendmentThe Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) The Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.