Common use of Representations and Warranties; Reaffirmation Clause in Contracts

Representations and Warranties; Reaffirmation. (a) The Obligors hereby jointly and severally represent and warrant to each Lender as follows: (i) Each Obligor has full power, authority and legal right to make and perform this Second Amendment. This Second Amendment is within each Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Second Amendment has been duly executed and delivered by each Obligor and each of this Second Amendment and the Credit Agreement, as amended hereby, and each other Loan Document to which such Obligor is a party constitutes a legal, valid and binding obligation of such Obligor, enforceable against each Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither this Second Amendment nor the Credit Agreement (x) requires any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) violates any applicable Law or the charter, bylaws or other organizational documents of any Obligor or any of its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) violates or would reasonable likely to result in an event of default under any Material Agreement binding upon such Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) The representations and warranties set forth in each Loan Document, in each case, are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (iii) No Default has occurred or is continuing or will result after giving effect to this Second Amendment. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under each Loan Document (including without limitation the Credit Agreement) to which it is a party and agrees that each such Loan Document remains in full force and effect, undiminished by this Second Amendment, except as expressly provided herein; provided that, after the Second Amendment Effective Date, all references in any Loan Document to the “Credit Agreement”, “Loan Document”, “thereunder”, “thereof”, or words of similar import shall mean the Existing Credit Agreement and the Loan Documents, as amended or otherwise modified by this Second Amendment. By executing this Second Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Second Amendment.

Representations and Warranties; Reaffirmation. (a) The Obligors hereby jointly and severally represent and warrant to each Lender as follows: (i) Each Obligor has full power, authority and legal right to make and perform this Second Third Amendment. This Second Third Amendment is within each Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Second Third Amendment has been duly executed and delivered by each Obligor and each of this Second Third Amendment and the Credit Agreement, as amended hereby, and each other Loan Document to which such Obligor is a party constitutes a legal, valid and binding obligation of such Obligor, enforceable against each Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither this Second Third Amendment nor the Credit Agreement (x) requires any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) violates any applicable Law or the charter, bylaws or other organizational documents of any Obligor or any of its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, or (z) violates or would reasonable likely reasonably be expected to result in an event of default under any Material Agreement binding upon such Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person.5 (ii) The representations and warranties set forth in each Loan Document, in each case, are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (iii) No Default or Event of Default has occurred or is continuing or will result after giving effect to this Second Third Amendment. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under each Loan Document (including without limitation the Credit Agreement) to which it is a party and agrees that each such Loan Document remains in full force and effect, undiminished by this Second Third Amendment, except as expressly provided herein; provided that, after the Second Third Amendment Effective Date, all references in any Loan Document to the “Credit Agreement”, “Loan Document”, “thereunder”, “thereof”, or words of similar import shall mean the Existing Credit Agreement and the Loan Documents, as amended or otherwise modified by this Second Third Amendment. By executing this Second Third Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Second Third Amendment.

Representations and Warranties; Reaffirmation. (a) The Obligors a. Borrower hereby jointly represents and severally represent and warrant warrants to each Lender and the Collateral Agent as follows: (i) Each Obligor i. Xxxxxxxx has full power, all requisite power and authority to enter into this Fifth Amendment and legal right to make and perform this Second Amendmentcarry out the transactions contemplated hereby. ii. This Second Amendment is within each Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Second Fifth Amendment has been duly executed and delivered by each Obligor and each of this Second Amendment and Xxxxxxxx and, subject to the Credit AgreementLegal Reservations, as amended hereby, and each other Loan Document to which such Obligor is a party constitutes a legal, the legally valid and binding obligation of such ObligorPerson, enforceable against each Obligor such Person in accordance with its respective terms. iii. The execution, delivery and performance by Borrower of this Fifth Amendment have been duly authorized and do not and will not: (A) contravene the terms of such Person’s Operating Documents; (B) violate any Requirements of Law, except as to the extent that such enforceability may violation could not, individually or in the aggregate, reasonably be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered expected to result in a proceeding Material Adverse Change; (C) conflict with or result in equity any breach or at law). Neither this Second Amendment nor the Credit Agreement (x) requires any consent or approval contravention of, registration or require any payment to be made under any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or affecting such Person or the assets or properties of such Person or any of its Subsidiaries or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Person or any of its properties or assets are subject, except to the extent that such conflict, breach, contravention or payment could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (D) require any Governmental Approval, or other action by, or notice to, or filing with, or any other action by, any Governmental Authority (except such Governmental Approvals or any third partyother actions, except for such as notices and filings which have been obtained duly obtained, taken, given or made on or before the Fifth Amendment Effective Date and are in full force and effect), (y) violates any applicable Law or the charterexcept for those approvals, bylaws consents, exemptions, authorizations or other organizational documents actions, notices or filings, the failure of any Obligor which to obtain or any of its Subsidiaries or any order of any Governmental Authority, other than any such violations thatmake could not, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse EffectChange; (E) require any approval, consent, exemption or authorization, or other action by, or notice to, or filing with, any Person other than a Governmental Authority, including such Person’s stockholders, members or partners, (z) violates except such approvals, consents, exemptions, authorizations, actions, notices and filings which have been or would reasonable likely will be duly obtained, taken, given or made on or before the Fifth Amendment Effective Date and are in full force and effect), except for those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; or (F) constitute a material breach of or a material default under (which such default has not been cured or waived) or an event of default under any Material Agreement binding upon such Obligor (or any of its Subsidiaries or assetsthe equivalent thereof, however described) under, or could reasonably be expected to give rise to a right thereunder to require any payment to be made by any the cancellation, termination or invalidation of or the acceleration of such Person’s or any Subsidiary’s obligations under, any Material Contract. (ii) The representations b. Both before and warranties set forth in each Loan Document, in each case, are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (iii) No Default has occurred or is continuing or will result immediately after giving effect to this Second Fifth Amendment, no Event of Default or Default has occurred. (b) Each Obligor c. Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under each the Loan Document (including without limitation the Credit Agreement) Documents to which it is a party and agrees that each such the Loan Document remains Documents remain in full force and effect, undiminished by this Second Fifth Amendment, except as expressly provided herein; provided that, after the Second Amendment Effective Date, all references in any Loan Document to the “Credit Agreement”, “Loan Document”, “thereunder”, “thereof”, or words of similar import shall mean the Existing Credit Agreement and the Loan Documents, as amended or otherwise modified by this Second Amendment. By executing this Second Fifth Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Second Fifth Amendment.

Representations and Warranties; Reaffirmation. (a) The Obligors Each Obligor hereby jointly represents and severally represent warrants to Agent and warrant to each Lender as follows: (i) Each Such Obligor has full power, authority and legal right to make and perform this Second AmendmentAgreement and the Loan Agreement, as modified by this Agreement (the “Amended Loan Agreement”). This Second Amendment Each of this Agreement and the Amended Loan Agreement is within each such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Second Amendment Agreement has been duly executed and delivered by each such Obligor and each of this Second Amendment Agreement and the Credit Agreement, as amended hereby, and each other Amended Loan Document to which such Obligor is a party Agreement constitutes a legal, valid and binding obligation obligations of such Obligor, enforceable against each such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither Each of this Second Amendment nor Agreement and the Credit Amended Loan Agreement (x) requires does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) violates will not violate any applicable Law law or regulation or the charter, bylaws or other organizational documents of any such Obligor or any of and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) violates will not violate or would reasonable likely to result in an event of default under any Material Agreement material indenture, agreement or other instrument binding upon such Obligor or any of and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) The representations and warranties set forth in each Loan Document, in each case, are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (iii) No Default has occurred or is continuing or will result after giving effect to this Second AmendmentAgreement. (biii) Each The representations and warranties made by or with respect to such Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under each in Section 7 of the Amended Loan Document (including without limitation Agreement are true in all material respects on the Credit Agreement) to which it is a party and agrees that each such Loan Document remains in full force and effect, undiminished by this Second Amendmentdate hereof, except as expressly provided herein; provided that, after that such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date. (iv) There has been no Material Adverse Effect since the Second Amendment Effective Date, all references in any Loan Document to the “Credit Agreement”, “Loan Document”, “thereunder”, “thereof”, or words date of similar import shall mean the Existing Credit Agreement and the Loan Documents, as amended or otherwise modified by this Second Amendment. By executing this Second Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Second AmendmentAgreement.

Representations and Warranties; Reaffirmation. (a) The Obligors a. Borrower hereby jointly represents and severally represent and warrant warrants to each Lender and the Collateral Agent as follows: (i) Each Obligor i. Xxxxxxxx has full power, all requisite power and authority to enter into this Amendment and legal right Waiver and to make and perform this Second Amendmentcarry out the transactions contemplated hereby. ii. This Second Amendment is within each Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Second Amendment Xxxxxx has been duly executed and delivered by each Obligor Xxxxxxxx and each of this Second Amendment and is the Credit Agreement, as amended hereby, and each other Loan Document to which such Obligor is a party constitutes a legal, legally valid and binding obligation of such ObligorBorrower, enforceable against each Obligor Borrower in accordance with its respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of relating to or limiting creditors’ rights and (b) the application of generally or by general principles of equity equity. iii. The execution, delivery and performance by Borrower of this Amendment and Waiver have been duly authorized and do not: (regardless A) contravene the terms of whether any of Borrower’s Operating Documents; (B) violate any Requirements of Law, except to the extent that such enforceability is considered violation could not, individually or in the aggregate, reasonably be expected to result in a proceeding Material Adverse Change; (C) conflict or result in equity any breach or at law). Neither this Second Amendment nor the Credit Agreement (x) requires any consent or approval contravention of, registration or require any payment to be made under any provision of any security issued by Borrower or of any agreement, instrument or other undertaking to which Borrower is a party or affecting Borrower or the assets or properties of Borrower or any of its Subsidiaries or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its assets or properties are subject, except to the extent that such conflict, breach, contravention or payment could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (D) require any Governmental Approval or other action by, or notice to, or filing with, or any other action by, any Governmental Authority (except such Governmental Approvals or any third partyother actions, except for such as notices and filings which have been obtained duly obtained, taken, given or made on or before the Effective Date and are in full force and effect); (E) require any approval, (y) violates any applicable Law consent, exemption or the charterauthorization, bylaws or other organizational documents of action by, or notice to, or filing with, any Obligor or any of its Subsidiaries or any order of any Person other than a Governmental Authority, including Borrower’s stockholders, members or partners, (except such approvals, consents, exemptions, authorizations, actions, notices and filings which have been or will be duly obtained, taken, given or made on or before the Effective Date and are in full force and effect), except for those approvals, consents, exemptions, authorizations or other than any such violations thatactions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, Change; or (zF) violates constitute a material breach of or would reasonable likely to result in a material default under (which such default has not been cured or waived) or an event of default under any Material Agreement binding upon such Obligor (or any of its Subsidiaries or assetsthe equivalent thereof, however described) under, or could reasonably be expected to give rise to a right thereunder to require the cancellation, termination or invalidation of or the acceleration of Borrower’s or any payment to be made by Subsidiary’s obligations under, any such PersonMaterial Contract. (ii) The representations and warranties set forth in each Loan Document, in each case, are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (iii) No Default has occurred or is continuing or will result after giving effect to this Second Amendment. (b) Each Obligor b. Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under each the Loan Document (including without limitation the Credit Agreement) Documents to which it is a party and agrees that each such the Loan Document remains Documents remain in full force and effect, undiminished by this Second AmendmentAmendment and Waiver, except as expressly provided herein; provided that, after the Second Amendment Effective Date, all references in any Loan Document to the “Credit Agreement”, “Loan Document”, “thereunder”, “thereof”, or words of similar import shall mean the Existing Credit Agreement and the Loan Documents, as amended or otherwise modified by this Second Amendment. By executing this Second AmendmentAmendment and Waiver, each Obligor Xxxxxxxx acknowledges that it has read, consulted with its attorneys regarding, and understands, this Second AmendmentAmendment and Waiver.

Representations and Warranties; Reaffirmation. (a) The Obligors hereby jointly and severally represent and warrant to each Lender as follows: (i) Each Obligor has full power, authority and legal right to make and perform this Second Fourth Amendment. This Second Fourth Amendment is within each Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Second Fourth Amendment has been duly executed and delivered by each Obligor and each of this Second Fourth Amendment and the Credit Agreement, as amended hereby, and each other Loan Document to which such Obligor is a party constitutes a legal, valid and binding obligation of such Obligor, enforceable against each Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither this Second Fourth Amendment nor the Credit Agreement (x) requires any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) violates any applicable Law or the charter, bylaws or other organizational documents of any Obligor or any of its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, or (z) violates or would reasonable likely reasonably be expected to result in an event of default under any Material Agreement binding upon such Obligor or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) The representations and warranties set forth in each Loan Document, in each case, are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (iii) No Default or Event of Default has occurred or is continuing or will result after giving effect to this Second Fourth Amendment. (b) Each Except to the extent expressly amended or otherwise modified pursuant to this Fourth Amendment, each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under each Loan Document (including without limitation the Credit Agreement) to which it is a party and agrees that each such Loan Document remains in full force and effect, undiminished by this Second Fourth Amendment, except as expressly provided herein; provided that, after the Second Fourth Amendment Effective Date, all references in any Loan Document to the “Credit Agreement”, “Loan Document”, “thereunder”, “thereof”, or words of similar import shall mean the Existing Credit Agreement and the Loan Documents, as amended or otherwise modified by this Second Fourth Amendment. By executing this Second Fourth Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Second Fourth Amendment.

Representations and Warranties; Reaffirmation. (a) The Obligors Each Obligor hereby jointly represents and severally represent warrants to Agent and warrant to each Lender as follows: (i) Each Such Obligor has full power, authority and legal right to make and perform this Second AmendmentAgreement and the Loan Agreement. This Second Amendment Each of this Agreement and the Loan Agreement is within each such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Second Amendment Agreement has been duly executed and delivered by each such Obligor and each of this Second Amendment Agreement and the Credit Agreement, as amended hereby, and each other Loan Document to which such Obligor is a party Agreement constitutes a legal, valid and binding obligation obligations of such Obligor, enforceable against each such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither Each of this Second Amendment nor Agreement and the Credit Loan Agreement (x) requires does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) violates will not violate any applicable Law law or regulation or the charter, bylaws or other organizational documents of any such Obligor or any of and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) violates will not violate or would reasonable likely to result in an event of default under any Material Agreement material indenture, agreement or other instrument binding upon such Obligor or any of and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) The representations and warranties set forth in each Loan Document, in each case, are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (iii) No Default has occurred or is continuing or will result after giving effect to this Second AmendmentAgreement. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct in all material respects on the date hereof, except that such representations and warranties that refer to a specific earlier date were true and correct in all material respects on such earlier date. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under each the Loan Document (including without limitation the Credit Agreement) Documents to which it is a party and agrees that each such the Loan Document remains Documents remain in full force and effect, undiminished by this Second AmendmentAgreement, except as expressly provided herein; provided that, after the Second Amendment Effective Date, all references in any Loan Document to the “Credit Agreement”, “Loan Document”, “thereunder”, “thereof”, or words of similar import shall mean the Existing Credit Agreement and the Loan Documents, as amended or otherwise modified by this Second Amendment. By executing this Second Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Second Amendment.provided

Representations and Warranties; Reaffirmation. (a) The Obligors a. Borrower hereby jointly represents and severally represent and warrant warrants to each Lender and the Collateral Agent as follows: (i) Each Obligor i. Bxxxxxxx has full power, all requisite power and authority to enter into this Amendment and legal right Waiver and to make and perform this Second Amendmentcarry out the transactions contemplated hereby. ii. This Second Amendment is within each Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Second Amendment Waiver has been duly executed and delivered by each Obligor and each of this Second Amendment and Bxxxxxxx and, subject to the Credit AgreementLegal Reservations, as amended hereby, and each other Loan Document to which such Obligor is a party constitutes a legal, the legally valid and binding obligation of such ObligorPerson, enforceable against each Obligor such Person in accordance with its respective terms. iii. The execution, delivery and performance by Borrower of this Amendment and Waiver have been duly authorized and do not and will not: (A) contravene the terms of such Person’s Operating Documents; (B) violate any Requirements of Law, except as to the extent that such enforceability may violation could not, individually or in the aggregate, reasonably be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered expected to result in a proceeding Material Adverse Change; (C) conflict with or result in equity any breach or at law). Neither this Second Amendment nor the Credit Agreement (x) requires any consent or approval contravention of, registration or require any payment to be made under any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or affecting such Person or the assets or properties of such Person or any of its Subsidiaries or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Person or any of its properties or assets are subject, except to the extent that such conflict, breach, contravention or payment could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (D) require any Governmental Approval, or other action by, or notice to, or filing with, or any other action by, any Governmental Authority (except such Governmental Approvals or any third partyother actions, except for such as notices and filings which have been obtained duly obtained, taken, given or made on or before the Fourth Amendment Effective Date and are in full force and effect), (y) violates any applicable Law or the charterexcept for those approvals, bylaws consents, exemptions, authorizations or other organizational documents actions, notices or filings, the failure of any Obligor which to obtain or any of its Subsidiaries or any order of any Governmental Authority, other than any such violations thatmake could not, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse EffectChange; (E) require any approval, consent, exemption or authorization, or other action by, or notice to, or filing with, any Person other than a Governmental Authority, including such Person’s stockholders, members or partners, (z) violates except such approvals, consents, exemptions, authorizations, actions, notices and filings which have been or would reasonable likely will be duly obtained, taken, given or made on or before the Fourth Amendment Effective Date and are in full force and effect), except for those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; or (F) constitute a material breach of or a material default under (which such default has not been cured or waived) or an event of default under any Material Agreement binding upon such Obligor (or any of its Subsidiaries or assetsthe equivalent thereof, however described) under, or could reasonably be expected to give rise to a right thereunder to require any payment to be made by any the cancellation, termination or invalidation of or the acceleration of such Person’s or any Subsidiary’s obligations under, any Material Contract. (ii) The representations b. Both before and warranties set forth in each Loan Document, in each case, are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (iii) No Default has occurred or is continuing or will result immediately after giving effect to this Second AmendmentAmendment and Waiver, no Event of Default or Default has occurred. (b) Each Obligor c. Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under each the Loan Document (including without limitation the Credit Agreement) Documents to which it is a party and agrees that each such the Loan Document remains Documents remain in full force and effect, undiminished by this Second AmendmentAmendment and Waiver, except as expressly provided herein; provided that, after the Second Amendment Effective Date, all references in any Loan Document to the “Credit Agreement”, “Loan Document”, “thereunder”, “thereof”, or words of similar import shall mean the Existing Credit Agreement and the Loan Documents, as amended or otherwise modified by this Second Amendment. By executing this Second AmendmentAmendment and Waiver, each Obligor Bxxxxxxx acknowledges that it has read, consulted with its attorneys regarding, and understands, this Second AmendmentAmendment and Waiver.