Common use of Representations of the Loan Parties Clause in Contracts

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of Agents and the Effective Date that: Lenders that (a) the execution, delivery and performance by it of this Agreement has Amendment are within such entity’s powers and have been duly authorizedauthorized by all necessary corporate, executed limited liability company or limited partnership action, (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivered delivery of this Amendment and the execution, delivery and performance by each it of this Amendment do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of incorporation, bylaws, articles or certificate of formation, operating agreement or partnership agreement, (c) the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party and constitutes a (d) this Amendment and the Credit Agreement, as amended by this Amendment, are legal, valid and binding obligation obligations of such Loan Party entity, enforceable against each such Loan Party it in accordance with its their respective terms, subject . Each Loan Party further represents and warrants to the Agents and the Lenders that (ia) the effects each of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties set forth in Article III of the Borrower and each Credit Agreement (as amended by this Amendment) or in any other Loan Party contained in the Loan Documents shall be Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereofsuch Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of such earlier date); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (Bb) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or and is continuing before or shall result from after giving effect to this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term LoansAmendment, or from the application of the proceeds therefromand (c) no Material Adverse Change has occurred since December 31, 2005.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the November 2017 Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the November 2017 Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced November 2017 Refinancing Term Loans and the Additional Term Loans on the Effective DateB Loans) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited permitted by Section 6.02 Article VIA of the Amended First Lien Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced November 2017 Refinancing Term B Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced 2017 Refinancing Term Loans and the Additional Term Loans on the Effective DateB Loans) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited permitted by Section 6.02 Article VIA of the Amended First Lien Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced 2017 Refinancing Term B Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party party hereto hereby represents and warrants to the other parties hereto that, as of the Effective Date thatdate hereof: (a) it has the power and authority to execute, deliver and perform its obligations under this Agreement and, in the case of the Borrower, to incur the 2024 Incremental Super-Priority Term Loans; (b) the execution, delivery and performance of this Agreement and, in the case of the Borrower, the incurrence of the 2024 Incremental Super-Priority Term Loans, has been duly authorized by all corporate, partnership, limited liability company action or similar action required to be obtained by such Loan Party; (c) this Agreement has been duly authorized, executed and delivered by each such Loan Party and each of this Agreement, the Amended Credit Agreement and the other Loan Documents to which such Loan Party is a party constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ), (iii) implied covenants of good faith and fair dealing;dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests of Foreign Subsidiaries that are not Loan Parties; and (bd) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each such Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (xi) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (yii) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (xi) or (y) of this clause (c), ii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (ziii) result in the creation or imposition of any Lien upon or with respect to (1x) any property or assets now owned or hereafter acquired by such Loan Partythe Borrower, other than the Liens created by the Loan Documents and or Permitted Liens, or (2y) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromDocuments.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Incremental Effective Date that: (a) this Agreement Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes when executed and delivered by such Loan Party a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing); (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or material adverse effect, in all respects) on and as of the Incremental Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans all borrowings on the Incremental Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality or material adverse effect, in all respects) as of such earlier date); (c) after giving effect to this AgreementAmendment, the execution, delivery and performance by each Loan Party of this Agreement Amendment (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision Requirement of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority Law applicable to such Loan Party or its property, (DB) the Organizational Documents of such Loan Party or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which binding upon such Loan Party is a party or by which any of them or any of their property is or may be boundproperty, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, or give rise to a right of or result in any termination, cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (xx)(A), (x)(C) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created or permitted by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit AgreementDocuments; and (d) at the time of and immediately after giving effect to this AgreementAmendment, no Default or Event of Default has occurred or is continuing or shall result from this Agreement Amendment including in respect of the 2018 Repriced Initial Incremental Term Loans or the Additional and Delayed Draw Incremental Term Loans, Loan Commitment or from the application of the proceeds therefrom. (e) the First Lien Net Leverage Ratio as of the twelve months ended February 23, 2019, after giving pro forma effect to the incurrence of the Initial Incremental Term Loans and the incurrence of the full amount of the Delayed Draw Incremental Term Loans does not exceed 5.25:1.00 (for the avoidance of doubt, calculated with respect to EWC Ventures, LLC, the Borrower and its Restricted Subsidiaries). For the avoidance of doubt, the representation in this Section 3(e) and the certification relating hereto as required by Section 4(i) shall be deemed to be not curable.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Incremental Effective Date that: (a) this Agreement Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes when executed and delivered by such Loan Party a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing); (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or material adverse effect, in all respects) on and as of the Incremental Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans all borrowings on the Incremental Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality or material adverse effect, in all respects) as of such earlier date); (c) after giving effect to this AgreementAmendment, the execution, delivery and performance by each Loan Party of this Agreement Amendment (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision Requirement of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority Law applicable to such Loan Party or its property, (DB) the Organizational Documents of such Loan Party or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which binding upon such Loan Party is a party or by which any of them or any of their property is or may be boundproperty, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, or give rise to a right of or result in any termination, cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (xx)(A), (x)(C) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created or permitted by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit AgreementDocuments; and (d) at the time of and immediately after giving effect to this AgreementAmendment, no Default or Event of Default has occurred or is continuing or shall result from this Agreement Amendment including in respect of the 2018 Repriced Incremental Term Loans or the Additional Term Loans, or from the application of the proceeds therefrom. (e) the First Lien Net Leverage Ratio as of the twelve months ended September 28, 2019, after giving pro forma effect to the incurrence of the Incremental Term Loans does not exceed 5.25:1.00 (for the avoidance of doubt, calculated with respect to EWC Ventures, LLC, the Borrower and its Restricted Subsidiaries). For the avoidance of doubt, the representation in this Section 3(e) and the certification relating hereto as required by Section 4(i) shall be deemed to be not curable.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the 2019 Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the 2019 Effective Date (both before and after giving effect to this Agreement, the effectiveness of the 2019 Refinancing Revolving Facility Commitments and the borrowing of the 2018 Repriced 2019 Refinancing Term Loans and the Additional Term Loans on the Effective DateB Loans) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited permitted by Section 6.02 Article VIA of the Amended First Lien Credit Agreement; and; (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced effectiveness of the 2019 Refinancing Revolving Facility Commitments, the 2019 Refinancing Term B Loans or the Additional Term Loans, or from the application of the proceeds therefrom; and (e) as of the 2019 Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced 2017 Refinancing Term B Loans and the Additional Incremental Term Loans on the Effective DateB Loans) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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);. (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced 2017 Refinancing Term Loans or the Additional Term B Loans, or the Incremental Term B Loans or, in each case, from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Refinancing Effective Date that: (a) this Agreement Amendment has been duly authorized, executed and delivered by each Loan Party such party and constitutes a its legal, valid and binding obligation of such Loan Party obligation, enforceable against each such Loan Party it in accordance with its terms, subject to terms (i) the effects of except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generallygenerally and by general equitable principles, including concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies (ii) general principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding sought by proceedings in equity or at law) and (iii) implied covenants of good faith and fair dealing)); (b) the representations and warranties of in the Borrower Credit Agreement and each other Loan Party contained Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as the Loan Documents Refinancing Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on (except that any representation and warranty that is qualified as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties “materiality” or “Material Adverse Effect” shall be true and correct in all material respects respects) as of such earlier date); (c) after giving effect to this AgreementAmendment, the execution, delivery and performance by each Loan Party of this Agreement Amendment (i) have been duly authorized approved by all corporatethe respective boards of directors and, stockholderif necessary, partnership or limited liability company action required to be obtained by the shareholders thereof, and such Loan Party and approvals have not been rescinded, (ii) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are (or will so be) in full force and effect and except for filings necessary to perfect Liens created under the Loan Documents, (iii) will not (x) violate (A) any provision of applicable law, statuteincluding any order of any Governmental Authority, rule (iv) will not violate the charter, by-laws or regulation applicable to such other organizational documents of the Borrower or any Loan Party, (Bv) the certificate will not violate or articles result in an event of incorporation default under any indenture or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of thereunder to require any payment to be made by the Borrower or result in any cancellation or acceleration of any right or obligation Loan Party, and (including any paymentvi) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) will not result in the creation or imposition of any Lien upon or with respect to (1) on any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests asset of the Borrower now owned or hereafter acquired by Holdingsany Restricted Subsidiary, other than Liens except Xxxxx created by pursuant to the Loan Documents Documents, except in the case of clauses (ii) and (v) above, for a violation or Liens creation, as applicable, which would not prohibited by Section 6.02 of the Amended Credit Agreementreasonably be expected to result in a Material Adverse Effect; and (d) at the time of and immediately after giving effect to this AgreementAmendment, no Default or Event of Default has occurred or is continuing exists or shall result from this Agreement Amendment in respect of the 2018 Repriced 2024 Refinancing Term Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be are true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the October 2018 Repriced Refinancing Term B Loans and the Additional Incremental Term Loans on the Effective DateB Loans) with the same effect as though made on and as of the date hereofEffective Date, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) be in conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromcontinuing.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Amended Credit Agreement and the other Loan Documents shall be are true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Incremental Term Loans and the Additional Term Loans on the Effective DateLoans) with the same effect as though made on and as of the date hereofEffective Date, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, execution and delivery by each Loan Party of this Agreement and the performance by each Loan Party of this Agreement and the Amended Credit Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) be in conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromcontinuing.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the 2021 Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the 2021 Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced 2021 Refinancing Term Loans and the Additional Term Loans on the Effective DateB Loans) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced 2021 Refinancing Term B Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Amendment No. 2 Effective Date that: (a) this Agreement Amendment No. 2 has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (c) after giving effect to this AgreementAmendment No. 2, the execution, delivery and performance by each Loan Party of this Agreement (i) Amendment No. 2 and each other Loan Document to which such Person is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all corporatenecessary corporate or other organizational action, stockholderand do not and will not (i) conflict with or contravene the terms of any of such Person’s Organizational Documents, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not result in any breach or contravention of, or the creation of any Lien under (x) violate other than under the Loan Documents), or require any payment to be made under (A1) any provision of law, statute, rule Contractual Obligation to which such Person is a party or regulation applicable to affecting such Loan Party, (B) Person or the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws properties of such Loan Party, Person or any of its Subsidiaries or (C2) any applicable order of any court order, injunction, writ or any rule, regulation or order decree of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument arbitral award to which such Loan Party is a party Person or by which any of them or any of their its property is subject; or may be bound, (yiii) result in a breach of or constitute (alone or violate any Law; except with due notice or lapse of time or both) a default under, give rise respect to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default contravention or payment or violation (but not creation of Liens) referred to in clause (xii) or (y) of this clause (ciii), would reasonably be expected to havethe extent that such conflict, breach, contravention or payment or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this AgreementAmendment No. 2, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromAmendment No.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Amendment Effective Date that: (a) this Agreement Amendment No. 1 has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (c) after giving effect to this AgreementAmendment No. 1, the execution, delivery and performance by each Loan Party of this Agreement (i) Amendment No. 1 and each other Loan Document to which such Person is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all corporatenecessary corporate or other organizational action, stockholderand do not and will not (i) conflict with or contravene the terms of any of such Person’s Organizational Documents, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not result in any breach or contravention of, or the creation of any Lien under (x) violate other than under the Loan Documents), or require any payment to be made under (A1) any provision of law, statute, rule Contractual Obligation to which such Person is a party or regulation applicable to affecting such Loan Party, (B) Person or the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws properties of such Loan Party, Person or any of its Subsidiaries or (C2) any applicable order of any court order, injunction, writ or any rule, regulation or order decree of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument arbitral award to which such Loan Party is a party Person or by which any of them or any of their its property is subject; or may be bound, (yiii) result in a breach of or constitute (alone or violate any Law; except with due notice or lapse of time or both) a default under, give rise respect to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default contravention or payment or violation (but not creation of Liens) referred to in clause (xii) or (y) of this clause (ciii), would reasonably be expected to havethe extent that such conflict, breach, contravention or payment or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this AgreementAmendment No. 1, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromAmendment No. 1.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Amendment No. 3 Effective Date that: (a) this Agreement This Amendment No. 3 has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing;. (b) the The representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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);; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (c) after After giving effect to this AgreementAmendment No. 3, the execution, delivery and performance by each Loan Party of this Agreement (i) Amendment No. 3 and each other Loan Document to which such Person is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all corporatenecessary corporate or other organizational action, stockholderand do not and will not (i) conflict with or contravene the terms of any of such Person’s Organizational Documents, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not result in any breach or contravention of, or the creation of any Lien under (x) violate other than under the Loan Documents), or require any payment to be made under (A1) any provision of law, statute, rule Contractual Obligation to which such Person is a party or regulation applicable to affecting such Loan Party, (B) Person or the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws properties of such Loan Party, Person or any of its Subsidiaries or (C2) any applicable order of any court order, injunction, writ or any rule, regulation or order decree of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument arbitral award to which such Loan Party is a party Person or by which any of them or any of their its property is subject; or may be bound, (yiii) result in a breach of or constitute (alone or violate any Law; except with due notice or lapse of time or both) a default under, give rise respect to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default contravention or payment or violation (but not creation of Liens) referred to in clause (xii) or (y) of this clause (ciii), would reasonably be expected to havethe extent that such conflict, breach, contravention or payment or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and. (d) at At the time of and immediately after giving effect to this AgreementAmendment No. 3, no Default or Event of Default has occurred or is continuing or shall result from this Agreement Amendment No. 3, in respect each case, other than any Default and/or Event of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromDefault waived pursuant to Section 1 hereof.

Representations of the Loan Parties. Each of the Loan Party hereby Parties represents and warrants to the other parties hereto Administrative Agent and the Lenders as of the Effective Date thatfollows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other documents delivered by it in connection herewith. (b) This Agreement and each other document delivered by it in connection herewith has been duly authorized, executed and delivered by each Loan Party such Person and constitutes a such Person’s legal, valid and binding obligation of such Loan Party obligation, enforceable against each such Loan Party in accordance with its terms, except as such enforceability may be subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other transfer, moratorium or similar laws affecting creditors’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law) and (iii) implied covenants of good faith and fair dealing;equity). (bc) 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 Agreement. (d) The execution and delivery of this Agreement or any other document delivered by it in connection herewith 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. (e) After giving effect to this Agreement and except as set forth in Schedule B hereto, (i) the representations and warranties of the Borrower and each other Loan Party contained Obligors set forth in the Loan Documents shall be true are true, accurate and correct complete in all material respects on and as of the Effective Date (both before and after giving effect date hereof to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect extent as though made on and as of the such date hereof, except to the extent such representations and warranties expressly specifically relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not no event has occurred and is continuing which constitutes a Default or an Event of Default (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by Covenant Defaults, the Loan Documents Reporting Default, the 10Q Default, the Good Standing Defaults, the Vendor Defaults and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromOveradvance Defaults).

Representations of the Loan Parties. Each To induce Agent and the other Lender Parties to execute and deliver this Agreement, each Loan Party hereby represents represents, on a several and warrants not joint basis, to the other parties hereto Lender Parties as of the Effective Date that: : (a) the execution, delivery and performance by such Loan Party of this Agreement has been duly authorizedauthorized by all necessary corporate or other organizational action, executed and delivered by each Loan Party and constitutes a this Agreement is the legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; ; (b) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by such Loan Party will contravene the terms of such Loan Party’s Organization Documents; conflict with or result in any breach or contravention of, or require any payment to be made under, any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries except for conflicts, breaches or contraventions that could not reasonably be expected to result in a Material Adverse Effect; violate any Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or result in the creation or imposition of any Lien on any property of such Loan Party; (c) other than the Missed Interest Payment and any Specified Event of Default, no Default or Event of Default or Temporary Limited Waiver Default has occurred or is continuing; (d) after giving effect to this Agreement, the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement (other than the representation and warranty contained in Section 5.07 of the Credit Agreement, solely as it relates to the Missed Interest Payment or any Specified Event of Default) and the other Loan Documents shall be are true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on as and as of the date hereofsuch Date, except to the extent that any such representations and warranties representation or warranty expressly relate relates solely to an earlier date (date, in which case such representations and warranties shall be representation or warranty is true and correct in all material respects as of such earlier date); , provided that if any such representation or warranty referenced in this clause (cd) after giving effect is qualified by or subject to this Agreementa “material adverse effect” or similar term or qualification, such representation or warranty shall be true and correct in all respects; (e) the execution, delivery and performance by each Loan Party of this Agreement (i) are within the limited liability company, limited partnership, or corporate power and authority of such Loan Party and have been duly authorized by all corporateappropriate limited liability company, stockholder, limited partnership or limited liability company corporate action required to be obtained by such Loan Party and proceedings; (iif) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation there are no governmental or other constitutive documents (including any partnershipthird party authorizations, limited liability company approvals, actions, notices or operating agreements) filings required in connection with the execution, delivery, performance, validity or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) enforceability of this clause (c)Agreement, would reasonably be expected to haveexcept for the authorizations, individually approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, are required by the Loan Documents, or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition case of any Lien upon authorization, approval, action, notice or filing from or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, a Person other than a Governmental Authority, the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect failure to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefrom.have

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Amendment Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereofAmendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be were true and correct in all material respects as of such earlier date); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (cii), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan PartyParty (other than Holdings), other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited permitted by Section 6.02 Article VIA of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or and is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromAgreement.

Representations of the Loan Parties. Each To induce the Administrative Agent and each of the Lenders to execute and deliver this Amendment, each Loan Party hereby represents and warrants to the other parties hereto as of the Effective First Amendment Signing Date that: (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, 4.1. the execution, delivery and performance by each Loan Party of this Agreement Amendment (ia) are within each Loan Party’s corporate powers, and have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and necessary corporate action; (iib) will not (x) violate (A) any provision of law, statute, rule Applicable Law or regulation applicable to such Loan Partyor the charter, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws or other organizational documents of such Loan Party, (C) any applicable order of any court the Borrower or any rule, regulation of the Loan Parties or any order of any Governmental Authority applicable to the Borrower or any Loan Party; (c) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority with competent jurisdiction over the Borrower or any Loan Party, except (i) such Loan Party as have been obtained or made and are in full force and effect, (Dii) any provision of consent or approval of, registration or filings necessary to perfect Liens created under the Loan Documents (or release existing Liens) and (iii) immaterial consents, approvals, registrations or filings; and (d) will not violate or result in a default under any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them binding upon the Borrower or any of their property is the other Loan Parties or may be boundits assets, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right thereunder to require any payment to be made by the Borrower or any of or result in the other Loan Parties, except with respect to any cancellation or acceleration of any right or obligation (including any payment) under any such indenturedefault, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred contravention or payment, to in clause (x) the extent that such violation, conflict, breach, contravention or (y) of this clause (c), payment would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; 4.2. this Amendment has been duly executed and delivered by each Loan Party and constitutes, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired when executed and delivered by such Loan Party, a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other than the Liens created by the Loan Documents laws affecting creditors’ rights generally and Permitted Lienssubject to general principles of equity, regardless of whether considered in a proceeding in equity or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; andat law; (d) at the time of and immediately 4.3. after giving effect to this AgreementAmendment, including the transactions to be contemplated on the First Amendment Effective Date, no Default or Event of Default has occurred or and is continuing or shall will result from this Agreement in respect the consummation of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefrom.Transactions;

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the 2021 Incremental Effective Date with respect to itself that: (a) this Agreement Amendment has been duly authorized, executed and delivered by each such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) after giving effect to this Amendment, the execution, delivery and performance by such Loan Party of this Amendment (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any law or governmental regulation applicable to such Loan Party, except as would not reasonably be expected to result in a Material Adverse Effect, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable court decree or order binding on such Loan Party or any of its property, except as would not reasonably be expected to result in a Material Adverse Effect or (D) any contractual restriction binding on such Loan Party or any of its property except as would not reasonably be expected to result in a Material Adverse Effect, or (y) result in, or require the creation or imposition of any Lien on any of such Loan Party’s properties, other than the Liens created by the Loan Documents and Permitted Liens, except as would not reasonably be expected to result in a Material Adverse Effect; (c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred or is continuing or shall result from this Amendment; and (d) the representations and warranties of the Borrower Borrowers and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects (or in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the 2021 Incremental Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Datethis Amendment) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or in the case of such representations and warranties qualified as to materiality, in all respects) as of such earlier date); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Effective Date that: : (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; ; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced 2016 Refinancing Term B Loans and the Additional Incremental Term Loans on the Effective DateB Loans) with the same effect as though made on and as of the 3 date hereof, except to the extent such representations and warranties expressly relate 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); ; (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited permitted by Section 6.02 Article VIA of the Amended and Restated Credit Agreement; and and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced 2016 Refinancing Term Loans or the Additional Term B Loans, or the Incremental Term B Loans or, in each case, from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the 2024 Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Existing Credit Agreement and the other Loan Documents shall be are true and correct in all material respects on and as of the 2024 Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof2024 Effective Date, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, execution and delivery by each Loan Party of this Agreement and the performance by each Loan Party of this Agreement and the Amended Credit Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) be in conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromcontinuing.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Amendment No. 2 Effective Date that: (a) this Agreement Amendment No. 2 has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (c) after giving effect to this AgreementAmendment No. 2, the execution, delivery and performance by each Loan Party of this Agreement (i) Amendment No. 2 and each other Loan Document to which such Person is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all corporatenecessary corporate or other organizational action, stockholderand do not and will not (i) conflict with or contravene the terms of any of such Person’s Organizational Documents, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not result in any breach or contravention of, or the creation of any Lien under (x) violate other than under the Loan Documents), or require any payment to be made under (A1) any provision of law, statute, rule Contractual Obligation to which such Person is a party or regulation applicable to affecting such Loan Party, (B) Person or the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws properties of such Loan Party, Person or any of its Subsidiaries or (C2) any applicable order of any court order, injunction, writ or any rule, regulation or order decree of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument arbitral award to which such Loan Party is a party Person or by which any of them or any of their its property is subject; or may be bound, (yiii) result in a breach of or constitute (alone or violate any Law; except with due notice or lapse of time or both) a default under, give rise respect to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default contravention or payment or violation (but not creation of Liens) referred to in clause (xii) or (y) of this clause (ciii), would reasonably be expected to havethe extent that such conflict, breach, contravention or payment or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this AgreementAmendment No. 2, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromAmendment No. 2.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Amendment Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be were true and correct in all material respects as of such earlier date); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (cii), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited permitted by Section 6.02 Article VIA of the Amended and Restated Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or and is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromAgreement.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto Administrative Agent and Lenders as of the Effective Date thatfollows: (a) Such Loan Party has the full power and authority to enter, execute and deliver this Agreement and perform its obligations hereunder, under the Credit Agreement, and under each of the other Loan Documents to which it is party. The execution, delivery and performance by such Loan Party of this Agreement, and the performance by such Loan Party of the Credit Agreement and each other Loan Document to which it is a party, in each case, are within such Loan Party’s powers and (to the extent applicable) have been authorized by all necessary corporate action of such Loan Party. (b) This Agreement has been duly authorized, executed and delivered by each such Loan Party and constitutes a such Loan Party’s legal, valid and binding obligation of such Loan Party obligations, enforceable against each such Loan Party in accordance with its terms, except as such enforceability may be subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other transfer, moratorium or similar laws affecting creditors’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law) and (iii) implied covenants of good faith and fair dealing;equity). (bc) The execution and delivery of this Agreement does not (i) violate, contravene or conflict with any provision of such Loan Party’s by-laws, operating agreement, partnership agreement, or other organizational or governing documents or (ii) violate, contravene or conflict with any laws applicable to such Loan Party or any of its Subsidiaries. (d) No material consent or approval of, registration or filing with, or any other action by, any Governmental Authority is required in connection with the execution, delivery or performance by such Loan Party of this Agreement. (e) After giving effect to this Agreement, (i) the representations and warranties of the Borrower and each other such Loan Party contained set forth in Article III of the Loan Documents shall be true Credit Agreement (other than the representations and correct warranties set forth in Section 3.16 (as it relates to the Existing Events of Default) of the Credit Agreement) are true, accurate and complete in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to a Material Adverse Effect) on and as of the Effective Date (both before and after giving effect to the borrowing same extent as though made on and as of such date except to the 2018 Repriced Term Loans extent such representations and the Additional Term Loans warranties specifically relate to an earlier date, in which case they are true, accurate and complete in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to a Material Adverse Effect) as of such earlier date, and (ii) no Default or Event of Default (other than any Existing Event of Default) exists on and as of the Effective Date. (f) with There exists no Subsidiary of such Loan Party that is required pursuant to the same effect Credit Agreement to become a Subsidiary Guarantor as though made of the Effective Date. If any representation and warranty set forth in this Section is incorrect on and as of the date hereof, except then such incorrect representation and warranty shall constitute an immediate Forbearance Termination Event without regard to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreementany otherwise applicable notice, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership cure or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromgrace period.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Amendment No. 2 Effective Date that: (a) this Agreement Amendment No. 2 has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be are true and correct in all material respects on and as of the Amendment No. 2 Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced 2022 Refinancing Term Loans and the Additional Term Loans on the Effective DateLoans) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) Amendment No. 2 and each other Loan Document to which such Person is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all corporatenecessary corporate or other organizational action, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) do not and will not (xi) violate (A) conflict with or contravene the terms of any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the Person’s certificate or articles of incorporation or other constitutive constitutional documents (including any partnership, limited liability company or operating agreements) or by-laws or articles of association, (ii) result in any breach or contravention of, or the creation of any Lien under (other than under the Loan Documents), or require any payment to be made under (1) any contractual obligation to which such Person is a party or affecting such Person or the properties of such Loan Party, Person or any of its Subsidiaries or (C2) any applicable order of any court order, injunction, writ or any rule, regulation or order decree of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument arbitral award to which such Loan Party is a party Person or by which any of them or any of their its property is subject; or may be bound(iii) violate any laws, (y) result in a breach of rules or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration regulations of any right or obligation (including jurisdiction applicable to any payment) under Loan Party; except with respect to any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default contravention or payment or violation (but not creation of Liens) referred to in clause (xii) or (y) of this clause (ciii), to the extent that such conflict, breach, contravention or payment or violation would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this AgreementAmendment No. 2, no Default or Event of Default has occurred or is continuing or shall result from this Agreement Amendment No. 2 in respect of the 2018 Repriced 2022 Refinancing Term Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Amendment No. 3 Effective Date that: (a) this Agreement Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes when executed and delivered by such Loan Party a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing); (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or material adverse effect, in all respects) on and as of the Amendment No. 3 Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, if qualified by materiality or material adverse effect, in all respects) as of such earlier date); (c) after giving effect to this AgreementAmendment, the execution, delivery and performance by each Loan Party of this Agreement Amendment (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision Requirement of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority Law applicable to such Loan Party or its property, (DB) the Organizational Documents of such Loan Party or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which binding upon such Loan Party is a party or by which any of them or any of their property is or may be boundproperty, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, or give rise to a right of or result in any termination, cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (xx)(A), (x)(C) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created or permitted by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit AgreementDocuments; and (d) at the time of and immediately after giving effect to this AgreementAmendment, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromAmendment.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be are true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Refinancing Term Loans and the Additional Term Loans on the Effective DateB Loans) with the same effect as though made on and as of the date hereofEffective Date, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) be in conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromcontinuing.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the 2020 Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations Target Representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents Specified Representations shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such for representations and warranties expressly relate to an earlier date (in that are already qualified by materiality, which case such representations and warranties shall be true and correct) (except in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of such earlier datethe respective date or for the respective period, as the case may be); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited permitted by Section 6.02 Article VIA of the Amended Credit Agreement; and; (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default under Section 7.01(b), (c), (h) or (i) of the Existing Credit Agreement has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced effectiveness of the 2020 Incremental Term B Loans or the Additional Term Loans, or from the application of the proceeds therefrom; and (e) as of the 2020 Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the 2021 Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Existing Credit Agreement and the other Loan Documents shall be are true and correct in all material respects on and as of the 2021 Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof2021 Effective Date, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, execution and delivery by each Loan Party of this Agreement and the performance by each Loan Party of this Agreement and the Amended Credit Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) be in conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromcontinuing.

Representations of the Loan Parties. Each of the Loan Party hereby Parties represents and warrants to the other parties hereto Administrative Agent and the Lenders as of the Effective Date thatfollows: (a) After giving effect to this Amendment, it is in compliance with the covenant set forth in Section 7.15 of the Credit Agreement as of the date hereof. (b) Schedule A attached hereto sets forth a complete and accurate list, as of the date hereof, of all loans, advances, accounts receivable or other Indebtedness that is owed to a Loan Party by any other Loan Party or any of its Subsidiaries. None of the loans, advances, accounts receivable or other Indebtedness that is owed to a Loan Party by any other Loan Party or any of its Subsidiaries is evidenced by a promissory note or other instrument. (c) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment and any other documents delivered by it in connection herewith. (d) This Amendment and each other document delivered by it in connection herewith has been duly authorized, executed and delivered by each Loan Party such Person and constitutes a such Person’s legal, valid and binding obligation of such Loan Party obligation, enforceable against each such Loan Party in accordance with its terms, except as such enforceability may be subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other transfer, moratorium or similar laws affecting creditors’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law) and (iii) implied covenants of good faith and fair dealing;equity). (be) 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. (f) The execution and delivery of this Amendment or any other document delivered by it in connection herewith 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) After giving effect to this Amendment, (i) the representations and warranties of the Borrower Loan Parties set forth in Article VI of the Credit Agreement are true, accurate and each other Loan Party contained in the Loan Documents shall be true and correct complete in all material respects on and as of the Effective Date (both before and after giving effect date hereof to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect extent as though made on and as of the such date hereof, except to the extent such representations and warranties expressly specifically relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not no event has occurred and is continuing which constitutes a Default or an Event of Default (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests Acknowledged Events of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromDefault).

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of Agents and the Effective Date that: Lenders that (a) the execution, delivery and performance by it of this Agreement has Amendment are within such entity’s powers and have been duly authorizedauthorized by all necessary corporate, executed limited liability company or limited partnership action, (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivered delivery of this Amendment and the execution, delivery and performance by each it of this Amendment do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of incorporation, bylaws, articles or certificate of formation, operating agreement or partnership agreement, (c) the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party and constitutes a (d) this Amendment and the Credit Agreement, as amended by this Amendment, are legal, valid and binding obligation obligations of such Loan Party entity, enforceable against each such Loan Party it in accordance with its their respective terms, subject . Each Loan Party further represents and warrants to the Agents and the Lenders that (ia) the effects each of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties set forth in Article III of the Borrower and each Credit Agreement (as amended by this Amendment) or in any other Loan Party contained in the Loan Documents shall be Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereofsuch Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of such earlier date); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (Bb) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or and is continuing before or shall after giving effect to this Amendment, and (c) since December 31, 2005, there has been no change that could reasonably be expected to result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefroma Material Adverse Effect.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Amendment Effective Date that: (a) this Agreement Amendment No. 1 has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (c) after giving effect to this AgreementAmendment No. 1, the execution, delivery and performance by each Loan Party of this Agreement (i) Amendment No. 1 and each other Loan Document to which such Person is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all corporatenecessary corporate or other organizational action, stockholderand do not and will not (i) conflict with or contravene the terms of any of such Person’s Organizational Documents, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not result in any breach or contravention of, or the creation of any Lien under (x) violate other than under the Loan Documents), or require any payment to be made under (A1) any provision of law, statute, rule Contractual Obligation to which such Person is a party or regulation applicable to affecting such Loan Party, (B) Person or the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws properties of such Loan Party, Person or any of its Subsidiaries or (C2) any applicable order of any court order, injunction, writ or any rule, regulation or order decree of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument arbitral award to which such Loan Party is a party Person or by which any of them or any of their its property is subject; or may be bound, (yiii) result in a breach of or constitute (alone or violate any Law; except with due notice or lapse of time or both) a default under, give rise respect to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default contravention or payment or violation (but not creation of Liens) referred to in clause (xii) or (y) of this clause (ciii), would reasonably be expected to havethe extent that such conflict, breach, contravention or payment or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this AgreementAmendment No. 1, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefromAmendment No.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the 2019 Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the 2019 Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the 2019 Additional Term Loans on the 2019 Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced 2019 Additional Term Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced 2016 Refinancing Term Loans and the Additional Term Loans on the Effective DateB Loans) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced 2016 Refinancing Term B Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Effective Date that: (a) this Agreement has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced 2016 Refinancing Term B Loans and the Additional Incremental Term Loans on the Effective DateB Loans) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate 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); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited permitted by Section 6.02 Article VIA of the Amended and Restated Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced 2016 Refinancing Term Loans or the Additional Term B Loans, or the Incremental Term B Loans or, in each case, from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the Agents and the Lenders that (a) the execution, delivery and performance by it of this Amendment are within such entity’s powers and have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (b) it has received all necessary governmental, regulatory or other parties hereto approvals for the execution and delivery of this Amendment, and the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of incorporation, bylaws, articles or certificate of formation, operating agreement or partnership agreement, (c) the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party, (d) the Released Guarantors do not constitute all or substantially all of the Subsidiary Guarantors party to the Credit Agreement as of the Effective Date that: date of the Credit Agreement or as of the date hereof before giving effect to this Amendment and (ae) this Agreement has been duly authorizedAmendment and the Credit Agreement, executed and delivered as amended by each Loan Party and constitutes a this Amendment, are legal, valid and binding obligation obligations of such Loan Party entity, enforceable against each such Loan Party it in accordance with its their respective terms, subject . Each Loan Party further represents and warrants to the Agents and the Lenders that (ia) the effects each of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties set forth in Article III of the Borrower and each Credit Agreement (as amended by this Amendment) or in any other Loan Party contained in the Loan Documents shall be Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereofsuch Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of such earlier date); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (Bb) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or and is continuing before or shall result from after giving effect to this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term LoansAmendment, or from the application of the proceeds therefromand (c) no Material Adverse Change has occurred since December 31, 2005.

Representations of the Loan Parties. Each To induce Agent and the other Lender Parties to execute and deliver this Agreement, each Loan Party hereby represents represents, on a several and warrants not joint basis, to the other parties hereto Lender Parties as of the Effective Date that: : (a) the execution, delivery and performance by such Loan Party of this Agreement has been duly authorizedauthorized by all necessary corporate or other organizational action, executed and delivered by each Loan Party and constitutes a this Agreement is the legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; ; (b) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by such Loan Party will contravene the terms of such Loan Party’s Organization Documents; conflict with or result in any breach or contravention of, or require any payment to be made under, any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries except for conflicts, breaches or contraventions that could not reasonably be expected to result in a Material Adverse Effect; violate any Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or result in the creation or imposition of any Lien on any property of such Loan Party; (c) Other than the Missed Interest Payment and the Anticipated Event of Default, no Default, Event of Default or Temporary Limited Waiver Default has occurred or is continuing; (d) after giving effect to this Agreement, the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement (other than the representation and warranty contained in Section 5.07 of the Credit Agreement, solely as it relates to the Missed Interest Payment or the Anticipated Event of Default) and the other Loan Documents shall be are true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on as and as of the date hereofsuch Date, except to the extent that any such representations and warranties representation or warranty expressly relate relates solely to an earlier date (date, in which case such representations and warranties shall be representation or warranty is true and correct in all material respects as of such earlier date); , provided that if any such representation or warranty referenced in this clause (cd) after giving effect is qualified by or subject to this Agreementa “material adverse effect” or similar term or qualification, such representation or warranty shall be true and correct in all respects; (e) the execution, delivery and performance by each Loan Party of this Agreement (i) are within the limited liability company, limited partnership, or corporate power and authority of such Loan Party and have been duly authorized by all corporateappropriate limited liability company, stockholder, limited partnership or limited liability company corporate action required to be obtained by such Loan Party and proceedings; (iif) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation there are no governmental or other constitutive documents (including any partnershipthird party authorizations, limited liability company approvals, actions, notices or operating agreements) filings required in connection with the execution, delivery, performance, validity or by-laws enforceability of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of except for the 2018 Repriced Term Loans or the Additional Term Loansauthorizations, or from the application of the proceeds therefrom.approvals, actions,

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of Agents and the Effective Date that: Lenders that (a) the execution, delivery and performance by it of this Agreement has Amendment are within such entity’s powers and have been duly authorizedauthorized by all necessary corporate, executed limited liability company or limited partnership action, (b) it has received all necessary governmental, regulatory or other approvals for the execution and delivered delivery of this Amendment and the execution, delivery and performance by each it of this Amendment do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of incorporation, bylaws, articles or certificate of formation, operating agreement or partnership agreement, (c) the execution, delivery and performance by it of this Amendment do not and will not contravene or conflict with or constitute a default under, or cause any lien to arise under, any provision of any material agreement or instrument binding upon any Loan Party or upon any of the respective property of a Loan Party and constitutes a (d) this Amendment and the Credit Agreement, as amended by this Amendment, are legal, valid and binding obligation obligations of such Loan Party entity, enforceable against each such Loan Party it in accordance with its their respective terms, subject . Each Loan Party further represents and warrants to the Agents and the Lenders that (ia) the effects each of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties set forth in Article III of the Borrower and each Credit Agreement (as amended by this Amendment) or in any other Loan Party contained in the Loan Documents shall be Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereofsuch Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are true and correct in all respects) on and as of such earlier date); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (Bb) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or and is continuing and no Default or shall Event of Default will result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term LoansCredit Facilities Increase, or from the application of the proceeds therefromand (c) no Material Adverse Change has occurred since December 31, 2005.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the Refinancing Effective Date that: (a) this Agreement Amendment has been duly authorized, executed and delivered by each Loan Party such party and constitutes a its legal, valid and binding obligation of such Loan Party obligation, enforceable against each such Loan Party it in accordance with its terms, subject to terms (i) the effects of except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generallygenerally and by general equitable principles, including concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies (ii) general principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding sought by proceedings in equity or at law) and (iii) implied covenants of good faith and fair dealing)); (b) the representations and warranties of in the Borrower Credit Agreement and each other Loan Party contained Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as the Loan Documents Refinancing Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on (except that any representation and warranty that is qualified as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Date) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties “materiality” or “Material Adverse Effect” shall be true and correct in all material respects respects) as of such earlier date); (c) after giving effect to this AgreementAmendment, the execution, delivery and performance by each Loan Party of this Agreement Amendment (i) have been duly authorized approved by all corporatethe respective boards of directors and, stockholderif necessary, partnership or limited liability company action required to be obtained by the shareholders thereof, and such Loan Party and approvals have not been rescinded, (ii) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are (or will so be) in full force and effect and except for filings necessary to perfect Liens created under the Loan Documents, (iii) will not (x) violate (A) any provision of applicable law, statuteincluding any order of any Governmental Authority, rule (iv) will not violate the charter, by-laws or regulation applicable to such other organizational documents of the Borrower or any Loan Party, (Bv) the certificate will not violate or articles result in an event of incorporation default under any indenture or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of thereunder to require any payment to be made by the Borrower or result in any cancellation or acceleration of any right or obligation Loan Party, and (including any paymentvi) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) will not result in the creation or imposition of any Lien upon or with respect to (1) on any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests asset of the Borrower now owned or hereafter acquired by Holdingsany Restricted Subsidiary, other than except Liens created by pursuant to the Loan Documents Documents, except in the case of clauses (ii) and (v) above, for a violation or Liens creation, as applicable, which would not prohibited by Section 6.02 of the Amended Credit Agreementreasonably be expected to result in a Material Adverse Effect; and (d) at the time of and immediately after giving effect to this AgreementAmendment, no Default or Event of Default has occurred or is continuing exists or shall result from this Agreement Amendment in respect of the 2018 Repriced 2023 Refinancing Term Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto as of the 2024 Repricing Effective Date with respect to itself that: (a) this Agreement Amendment has been duly authorized, executed and delivered by each such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) after giving effect to this Amendment, the execution, delivery and performance by such Loan Party of this Amendment (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any law or governmental regulation applicable to such Loan Party, except as would not reasonably be expected to result in a Material Adverse Effect, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable court decree or order binding on such Loan Party or any of its property, except as would not reasonably be expected to result in a Material Adverse Effect or (D) any contractual restriction binding on such Loan Party or any of its property except as would not reasonably be expected to result in a Material Adverse Effect, or (y) result in, or require the creation or imposition of any Lien on any of such Loan Party’s properties, other than the Liens created by the Loan Documents and Permitted Liens, except as would not reasonably be expected to result in a Material Adverse Effect; (c) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred or is continuing or shall result from this Amendment; and (d) the representations and warranties of the Borrower Borrowers and each other Loan Party contained in the Loan Documents shall be true and correct in all material respects (or in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the 2024 Repricing Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Effective Datethis Amendment) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or in the case of such representations and warranties qualified as to materiality, in all respects) as of such earlier date); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (x) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (y) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (x) or (y) of this clause (c), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (z) result in the creation or imposition of any Lien upon or with respect to (1) any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (2) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited by Section 6.02 of the Amended Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or is continuing or shall result from this Agreement in respect of the 2018 Repriced Term Loans or the Additional Term Loans, or from the application of the proceeds therefrom.

Representations of the Loan Parties. Each Loan Party hereby represents and warrants to the other parties hereto that, as of the Agreement Effective Date that:(as defined below): (a) this Agreement has been duly authorized, executed and delivered by each such Loan Party and constitutes a the legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; (b) the representations and warranties of the Borrower and each other such Loan Party contained in the Loan Documents shall be are true and correct in all material respects on and as of the Effective Date (both before and after giving effect to the borrowing of the 2018 Repriced Term Loans and the Additional Term Loans on the Agreement Effective Date) , in each case, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be were true and correct in all material respects as of such earlier date); (c) after giving effect to this Agreement, the execution, delivery and performance by each Loan Party of this Agreement (i) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party and (ii) will not (xi) violate (A) any provision of law, statute, rule or regulation applicable to such Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to such Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them such Loan Party or any of their its property is or may be bound, (yii) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (xi) or (y) of this clause (c), ii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (ziii) result in the creation or imposition of any Lien upon or with respect to (1x) any property or assets now owned or hereafter acquired by such Loan PartyParty (other than Holdings), other than the Liens created by the Loan Documents and Permitted Liens, or (2y) any Equity Interests of the Borrower now owned or hereafter acquired by Holdings, other than Liens created by the Loan Documents or Liens not prohibited permitted by Section 6.02 Article VIA of the Amended Existing Credit Agreement; and (d) at the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred or and is continuing under the Existing Credit Agreement or shall result from this Agreement in respect or the incurrence of the 2018 Repriced 2023 Incremental Term A Loans or the Additional Term Loans, or from the application of the proceeds therefrom.