Common use of REPRESENTATIONS AND WARRANTIES Representations and Warranties Clause in Contracts

REPRESENTATIONS AND WARRANTIES Representations and Warranties. The Borrower represents and warrants as to itself and its Subsidiaries to the other parties hereto that: (a) the execution, delivery and performance of this Amendment are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action; (b) this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (c) the representations and warranties contained in the Term Loan Credit Agreement and any other Loan Document are true and correct in all material respects (other than any such representation and warranty that is already qualified by materiality or “Material Adverse Effect” in the text thereof, in which case such representation and warranty shall be true in all respects) on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date.

REPRESENTATIONS AND WARRANTIES Representations and Warranties. The Borrower represents and warrants as to itself and its Subsidiaries to the other parties hereto that: (a) the execution, delivery and performance of this Amendment are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action; (b) this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (c) the representations and warranties contained in the Term Loan Revolving Credit Agreement and any other Loan Document are true and correct in all material respects (other than any such representation and warranty that is already qualified by materiality or “Material Adverse Effect” in the text thereof, in which case such representation and warranty shall be true in all respects) on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date.

REPRESENTATIONS AND WARRANTIES Representations and Warranties. The Borrower Company represents and warrants, and each Loan Party represents and warrants as to itself and its Subsidiaries subsidiaries, to the other parties hereto that: (a) the execution, delivery and performance of this Amendment are within the Borrowereach Loan Party’s corporate corporate, partnership or other applicable powers and have been duly authorized by all necessary corporate corporate, partnership and, if required, stockholder or other equityholder action; (b) this Amendment has been duly executed and delivered by the Borrower each Loan Party and constitutes a legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (c) the representations and warranties contained in the Term Loan Fourth Restated Credit Agreement and any the other Loan Document Documents are true and correct in all material respects (other than any such representation and warranty that is already qualified by materiality or “Material Adverse Effect” in the text thereof, in which case such representation and warranty shall be true in all respects) on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date.

REPRESENTATIONS AND WARRANTIES Representations and Warranties. The Borrower Company represents and warrants as to itself and its Subsidiaries to the other parties hereto that: (a) the execution, delivery and performance of this Amendment are within the BorrowerCompany’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action; (b) this or other equityholder action of the Company. This Amendment has been duly executed and delivered by the Borrower Company and constitutes a legal, valid and binding obligation of the BorrowerCompany, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, winding-up or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; law; and (cb) the representations and warranties contained in the Term Loan Credit Agreement and any other Loan Document Documents are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects respects, in each case on and as of the Amendment Effective Date (other than as defined below), except in the case of any such representation and or warranty that is already qualified by materiality or “Material Adverse Effect” in the text thereofexpressly relates to a prior date, in which case such representation and or warranty shall be so true and correct (x) in all respects) on and as the case of the date hereof, except to the extent such representations and warranties specifically relate qualified as to an earlier datemateriality, in which case such representations all respects and warranties are true and correct (y) otherwise, in all material respects respects, on and as of such earlier prior date.