Common use of Representations of the Credit Parties Clause in Contracts

Representations of the Credit Parties. Each of the Credit Parties hereby represents and warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this Refinancing Amendment, including the borrowing of the 2013 Term Loans provided for herein and the amendments to the Credit Agreement: (a) the representations and warranties set forth in Article 8 of the Credit Agreement and in each other Credit Document shall be true and correct in all material respects on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (other than with respect to Section 8.17 thereof which shall be true and correct in all material respects on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date), in which case they shall be true and correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date or such earlier date, as applicable; (b) such Credit Party has full power and authority, and has taken all action necessary, to execute and deliver this Refinancing Amendment and to consummate the transactions contemplated hereby and neither its execution and delivery of this Refinancing Amendment nor the consummation of the transactions contemplated hereby violate such Credit Party’s Organizational Documents or Applicable Law; and (c) no Default shall exist or would result from the transactions contemplated by this Refinancing Amendment, including the borrowing of the 2013 Term Loans and the Amendments to the Credit Agreement.

Representations of the Credit Parties. Each of the Credit Parties hereby Party represents and warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this Refinancing Amendment, including the borrowing as of the 2013 Term Loans provided for herein and the amendments to the Credit Agreementdate hereof: (a) the representations and warranties set forth in Article 8 of the Credit Agreement and in each other Credit Document shall be Documents are true and correct in all material respects (or in all respects where qualified by materiality or Material Adverse Effect) on and as of the 2013 Refinancing Fifth Amendment Effective Date after giving effect hereto with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (other than with respect to Section 8.17 thereof which shall be true and correct in all material respects on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date), in which case they such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date or such earlier date, as applicable); (b) no Event of Default or Default shall exist immediately prior to or after giving effect to the transactions contemplated hereunder; (c) immediately after giving effect to the transactions contemplated hereunder on the Fifth Amendment Effective Date, (i) the sum of debt and other liabilities (including contingent liabilities) of Parent and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value of Parent and its Subsidiaries, taken as a whole, and the present assets of Parent and its Subsidiaries, taken as a whole; (ii) the capital of Parent and its Subsidiaries, taken as a whole, is not unreasonably small in relation to their business as contemplated to be conducted after the Fifth Amendment Effective Date and the consummation of the transactions hereunder; and (iii) Parent and its Subsidiaries, taken as a whole, have not incurred and do not intend to incur, or believe (nor should they reasonably believe) that they will incur, debts and liabilities (including contingent liabilities) beyond their ability to pay such debts and liabilities as they become due (whether at maturity or otherwise). For purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standards No. 5); (d) each Credit Party has full all requisite power and authority, and has taken all action necessary, authority to execute and deliver enter into the this Refinancing Amendment Agreement and to consummate carry out the transactions contemplated hereby hereby; (e) the execution, delivery and neither its execution and delivery performance of this Refinancing Amendment nor Agreement has been duly authorized by all necessary action on the part of each Credit Party that is a party hereto; (f) the execution, delivery and performance by Credit Parties of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate such Credit Party’s (i) any provision of any law or any governmental rule or regulation applicable to Parent or any of its Restricted Subsidiaries, (ii) any of the Organizational Documents of Parent or Applicable Lawany of its Restricted Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Parent or any of its Restricted Subsidiaries; or (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Parent or any of its Restricted Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (g) the execution, delivery and performance by the Credit Parties of this Agreement and the consummation of the transactions contemplated hereby do not and will not require any material registration with, material consent or material approval of, material notice to, or other material action to, with or by, any Governmental Authority; and (ch) no Default shall exist this Agreement has been duly executed and delivered by each Credit Party that is a party hereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or would result from the transactions contemplated similar laws relating to or limiting creditors’ rights generally or by this Refinancing Amendment, including the borrowing equitable principles relating to enforceability and principles of the 2013 Term Loans good faith and the Amendments to the Credit Agreementfair dealing.

Representations of the Credit Parties. Each of the Credit Parties hereby represents and warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this Refinancing 2015 Amendment, including the borrowing of the 2013 Term Loans provided for herein and the amendments Amendments to the Credit Agreement, the Security Agreement, the Pledge Agreement and the Collateral Trust Agreement: (a) the representations and warranties set forth in Article 8 of the Credit Agreement and in each other Credit Document shall be true and correct in all material respects on and as of the 2013 Refinancing 2015 Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (other than with respect to Section 8.17 thereof which shall be true and correct in all material respects on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date), in which case they shall be true and correct in all material respects as of such earlier datedate (it being understood and agreed that each reference therein to the “Closing Date” shall be deemed to be a reference to the 2015 Amendment Effective Date); provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the 2013 Refinancing 2015 Amendment Effective Date with the same effect as though made on and as of such date or such earlier date, as applicable; (b) such Credit Party has full power and authority, and has taken all action necessary, to execute and deliver this Refinancing 2015 Amendment and to consummate the transactions contemplated hereby and neither its execution and delivery of this Refinancing 2015 Amendment nor the consummation of the transactions contemplated hereby violate such Credit Party’s Organizational Documents or Applicable Law; and (c) no Default shall exist or would result from the transactions contemplated by this Refinancing 2015 Amendment, including the borrowing of the 2013 Term Loans and the Amendments amendments to the Credit Agreement, the Security Agreement, the Pledge Agreement and the Collateral Trust Agreement set forth herein.

Representations of the Credit Parties. Each of the Credit Parties hereby Party represents and warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this Refinancing Amendment, including the borrowing as of the 2013 Term Loans provided for herein and the amendments to the Credit Agreementdate hereof: (a) the representations and warranties set forth in Article 8 of the Credit Agreement and in each other Credit Document shall be Documents are true and correct in all material respects (or in all respects where qualified by materiality or Material Adverse Effect) on and as of the 2013 Refinancing Fourth Amendment Effective Date after giving effect hereto with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (other than with respect to Section 8.17 thereof which shall be true and correct in all material respects on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date), in which case they such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date or such earlier date, as applicable); (b) no Event of Default or Default shall exist immediately prior to or after giving effect to the transactions contemplated hereunder; (c) immediately after giving effect to the transactions contemplated hereunder on the Fourth Amendment Effective Date, (i) the sum of debt and other liabilities (including contingent liabilities) of Parent and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value of Parent and its Subsidiaries, taken as a whole, and the present assets of Parent and its Subsidiaries, taken as a whole; (ii) the capital of Parent and its Subsidiaries, taken as a whole, is not unreasonably small in relation to their business as contemplated to be conducted after the Fourth Amendment Effective Date and the consummation of the transactions hereunder; and (iii) Parent and its Subsidiaries, taken as a whole, have not incurred and do not intend to incur, or believe (nor should it reasonably believe) that they will incur, debts and liabilities (including contingent liabilities) beyond their ability to pay such debts and liabilities as they become due (whether at maturity or otherwise). For purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standards No. 5); (d) each Credit Party has full all requisite power and authority, and has taken all action necessary, authority to execute and deliver enter into the this Refinancing Amendment Agreement and to consummate carry out the transactions contemplated hereby hereby; (e) the execution, delivery and neither its execution and delivery performance of this Refinancing Amendment nor Agreement has been duly authorized by all necessary action on the part of each Credit Party that is a party hereto; (f) the execution, delivery and performance by Credit Parties of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate such Credit Party’s (i) any provision of any law or any governmental rule or regulation applicable to Parent or any of its Restricted Subsidiaries, (ii) any of the Organizational Documents of Parent or Applicable Lawany of its Restricted Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Parent or any of its Restricted Subsidiaries; or (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Parent or any of its Restricted Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (g) the execution, delivery and performance by the Credit Parties of this Agreement and the consummation of the transactions contemplated hereby do not and will not require any material registration with, material consent or material approval of, material notice to, or other material action to, with or by, any Governmental Authority, except for filings and recordings with respect to the Collateral required to be made, or otherwise delivered to Collateral Agent pursuant to this Agreement or the Amended Credit Agreement, for filing and/or recordation, as of the Fourth Amendment Effective Date or such later date as the Administrative Agent may agree; and (ch) no Default shall exist this Agreement has been duly executed and delivered by each Credit Party that is a party hereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or would result from the transactions contemplated similar laws relating to or limiting creditors’ rights generally or by this Refinancing Amendment, including the borrowing equitable principles relating to enforceability and principles of the 2013 Term Loans good faith and the Amendments to the Credit Agreementfair dealing.

Representations of the Credit Parties. Each of the Credit Parties hereby represents and warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this Refinancing Amendment, including the borrowing of the 2013 2018 Refinancing Term Loans provided for herein and the amendments to the Credit Agreement: (a) the representations and warranties set forth in Article 8 of the Credit Agreement and in each other Credit Document shall be true and correct in all material respects on and as of the 2013 2018 Refinancing Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (other than with respect to Section 8.17 thereof which shall be true and correct in all material respects on and as of the 2013 2018 Refinancing Amendment Effective Date with the same effect as though made on and as of such date), in which case they shall be true and correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the 2013 2018 Refinancing Amendment Effective Date with the same effect as though made on and as of such date or such earlier date, as applicable; (b) such Credit Party has full power and authority, and has taken all action necessary, to execute and deliver this Refinancing Amendment and to consummate the transactions contemplated hereby and neither its execution and delivery of this Refinancing Amendment nor the consummation of the transactions contemplated hereby violate such Credit Party’s Organizational Documents or Applicable Law; and (c) no Default shall exist or would result from the transactions contemplated by this Refinancing Amendment, including the borrowing of the 2013 2018 Refinancing Term Loans and the Amendments to the Credit AgreementAgreement Amendments.

Representations of the Credit Parties. Each of the Credit Parties hereby represents and warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this Refinancing Amendment, including the borrowing of the 2013 Term Loans provided for herein Administrative Agent and the amendments to the Credit AgreementLenders as follows: (a) It has not made any Restricted Payment on or after December 26, 2010 through the representations and warranties set forth in Article 8 Second Amendment Effective Date pursuant to Section 7.10(f) of the Credit Agreement. (b) As of the Second Amendment Effective Date, (i) the aggregate net sales of all Immaterial Subsidiaries (except for those Domestic Subsidiaries that will cease to be Immaterial Subsidiaries on the Second Amendment Effective Date after giving effect to this Agreement) do not exceed $5,000,000 and (ii) the aggregate book value of the tangible assets of all Immaterial Subsidiaries (except for those Domestic Subsidiaries that will cease to be Immaterial Subsidiaries on the Second Amendment Effective Date after giving effect to this Agreement) does not exceed $5,000,000. (c) Each of the Credit Parties has the full power and authority to enter, execute and deliver this Agreement and in perform its obligations hereunder, under the Credit Agreement, as amended hereby, and under each of the Credit Documents. The execution, delivery and performance by each of the Credit Parties of this Agreement, and the performance by each of the Credit Parties of the Credit Agreement, as amended hereby, and each other Credit Document shall be true to which it is a party, in each case, are within such Person’s powers and correct in have been authorized by all material respects on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as necessary corporate, limited liability or partnership action of such datePerson. (d) This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be subject to the extent such representations and warranties expressly relate to an earlier date (other than with respect to Section 8.17 thereof which shall be true and correct in all material respects on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date)i) bankruptcy, in which case they shall be true and correct in all material respects as of such earlier date; providedinsolvency, that any such representation and warranty that is qualified by “materiality”reorganization, “material adverse effect” fraudulent conveyance or transfer, moratorium or similar language shall be true laws affecting creditors’ rights generally and correct (ii) general principles of equity (regardless of whether such enforceability is considered in all respects (after giving effect to such qualification therein) on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date a proceeding at law or such earlier date, as applicable;in equity). (be) such Credit Party has full power 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 its execution, delivery or performance of this Agreement and authority, and has taken all action necessary, to execute and deliver this Refinancing Amendment and to consummate the transactions contemplated hereby and neither its hereby. (f) The execution and delivery of this Refinancing Amendment nor the consummation Agreement does not (i) violate, contravene or conflict with any provision of its organization documents or (ii) materially violate, contravene or conflict with any laws applicable to it or any of its Subsidiaries. (g) As of the transactions contemplated hereby violate such Credit Party’s Organizational Documents or Applicable Law; and (c) date hereof after giving effect to this Agreement, no Default shall exist or would result from Event of Default exists under the transactions contemplated by this Refinancing Amendment, including the borrowing Credit Agreement or any of the 2013 Term Loans and the Amendments to the other Credit AgreementDocuments.

Representations of the Credit Parties. Each of the Credit Parties hereby represents and warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this Refinancing Amendment, including the borrowing of the 2013 2017 Refinancing Term Loans provided for herein and the amendments to the Credit Agreement: (a) the representations and warranties set forth in Article 8 of the Credit Agreement and in each other Credit Document shall be true and correct in all material respects on and as of the 2013 2017 Refinancing Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (other than with respect to Section 8.17 thereof which shall be true and correct in all material respects on and as of the 2013 2017 Refinancing Amendment Effective Date with the same effect as though made on and as of such date), in which case they shall be true and correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the 2013 2017 Refinancing Amendment Effective Date with the same effect as though made on and as of such date or such earlier date, as applicable; (b) such Credit Party has full power and authority, and has taken all action necessary, to execute and deliver this Refinancing Amendment and to consummate the transactions contemplated hereby and neither its execution and delivery of this Refinancing Amendment nor the consummation of the transactions contemplated hereby violate such Credit Party’s Organizational Documents or Applicable Law; and (c) no Default shall exist or would result from the transactions contemplated by this Refinancing Amendment, including the borrowing of the 2013 2017 Refinancing Term Loans and the Amendments to the Credit Agreement.

Representations of the Credit Parties. Each of the Credit Parties hereby Party represents and warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this Refinancing Amendment, including the borrowing as of the 2013 Term Loans provided for herein and the amendments to the Credit Agreementdate hereof: (a) the representations and warranties set forth in Article 8 of the Credit Agreement and in each other Credit Document shall be Documents are true and correct in all material respects (or in all respects where qualified by materiality or Material Adverse Effect) on and as of the 2013 Refinancing Seventh Amendment Effective Date after giving effect hereto with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (other than with respect to Section 8.17 thereof which shall be true and correct in all material respects on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date), in which case they such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date or such earlier date, as applicable); (b) no Event of Default or Default shall exist immediately prior to or after giving effect to the transactions contemplated hereunder; (c) immediately after giving effect to the transactions contemplated hereunder on the Seventh Amendment Effective Date, (i) the sum of debt and other liabilities (including contingent liabilities) of Parent and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value of Parent and its Subsidiaries, taken as a whole, and the present assets of Parent and its Subsidiaries, taken as a whole; (ii) the capital of Parent and its Subsidiaries, taken as a whole, is not unreasonably small in relation to their business as contemplated to be conducted after the Seventh Amendment Effective Date and the consummation of the transactions hereunder; and (iii) Parent and its Subsidiaries, taken as a whole, have not incurred and do not intend to incur, or believe (nor should they reasonably believe) that they will incur, debts and liabilities (including contingent liabilities) beyond their ability to pay such debts and liabilities as they become due (whether at maturity or otherwise). For purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standards No. 5); (d) each Credit Party has full all requisite power and authority, and has taken all action necessary, authority to execute and deliver enter into this Refinancing Amendment Agreement and to consummate carry out the transactions contemplated hereby hereby; (e) the execution, delivery and neither its execution and delivery performance of this Refinancing Amendment nor Agreement has been duly authorized by all necessary action on the part of each Credit Party that is a party hereto; (f) the execution, delivery and performance by Credit Parties of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate such Credit Party’s (i) any provision of any law or any governmental rule or regulation applicable to Parent or any of its Restricted Subsidiaries, (ii) any of the Organizational Documents of Parent or Applicable Lawany of its Restricted Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Parent or any of its Restricted Subsidiaries; or (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Parent or any of its Restricted Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (g) the execution, delivery and performance by the Credit Parties of this Agreement and the consummation of the transactions contemplated hereby do not and will not require any material registration with, material consent or material approval of, material notice to, or other material action to, with or by, any Governmental Authority; and (ch) no Default shall exist this Agreement has been duly executed and delivered by each Credit Party that is a party hereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or would result from the transactions contemplated similar laws relating to or limiting creditors’ rights generally or by this Refinancing Amendment, including the borrowing equitable principles relating to enforceability and principles of the 2013 Term Loans good faith and the Amendments to the Credit Agreementfair dealing.

Representations of the Credit Parties. Each of the Credit Parties hereby Party represents and warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this Refinancing Amendment, including the borrowing as of the 2013 Term Loans provided for herein and the amendments to the Credit Agreementdate hereof: (a) the representations and warranties set forth in Article 8 of the Credit Agreement and in each other Credit Document shall be Documents are true and correct in all material respects (or in all respects where qualified by materiality or Material Adverse Effect) on and as of the 2013 Refinancing Sixth Amendment Effective Date after giving effect hereto with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (other than with respect to Section 8.17 thereof which shall be true and correct in all material respects on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date), in which case they such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to such qualification therein) on and as of the 2013 Refinancing Amendment Effective Date with the same effect as though made on and as of such date or such earlier date, as applicable); (b) no Event of Default or Default shall exist immediately prior to or after giving effect to the transactions contemplated hereunder; (c) immediately after giving effect to the transactions contemplated hereunder on the Sixth Amendment Effective Date, (i) the sum of debt and other liabilities (including contingent liabilities) of Parent and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value of Parent and its Subsidiaries, taken as a whole, and the present assets of Parent and its Subsidiaries, taken as a whole; (ii) the capital of Parent and its Subsidiaries, taken as a whole, is not unreasonably small in relation to their business as contemplated to be conducted after the Sixth Amendment Effective Date and the consummation of the transactions hereunder; and (iii) Parent and its Subsidiaries, taken as a whole, have not incurred and do not intend to incur, or believe (nor should they reasonably believe) that they will incur, debts and liabilities (including contingent liabilities) beyond their ability to pay such debts and liabilities as they become due (whether at maturity or otherwise). For purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standards No. 5); (d) each Credit Party has full all requisite power and authority, and has taken all action necessary, authority to execute and deliver enter into this Refinancing Amendment Agreement and to consummate carry out the transactions contemplated hereby hereby; (e) the execution, delivery and neither its execution and delivery performance of this Refinancing Amendment nor Agreement has been duly authorized by all necessary action on the part of each Credit Party that is a party hereto; (f) the execution, delivery and performance by Credit Parties of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate such Credit Party’s (i) any provision of any law or any governmental rule or regulation applicable to Parent or any of its Restricted Subsidiaries, (ii) any of the Organizational Documents of Parent or Applicable Lawany of its Restricted Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Parent or any of its Restricted Subsidiaries; or (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Parent or any of its Restricted Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (g) the execution, delivery and performance by the Credit Parties of this Agreement and the consummation of the transactions contemplated hereby do not and will not require any material registration with, material consent or material approval of, material notice to, or other material action to, with or by, any Governmental Authority; and (ch) no Default shall exist this Agreement has been duly executed and delivered by each Credit Party that is a party hereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or would result from the transactions contemplated similar laws relating to or limiting creditors’ rights generally or by this Refinancing Amendment, including the borrowing equitable principles relating to enforceability and principles of the 2013 Term Loans good faith and the Amendments to the Credit Agreementfair dealing.