Common use of Representations True; No Default Clause in Contracts

Representations True; No Default. The Borrower represents and warrants that: (a) this First Amendment has been duly authorized, executed and delivered on its behalf, and the Existing Term Loan Agreement, as amended or otherwise modified by this First Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity; (b) the representations and warranties of the Borrower contained in Article V of the Term Loan Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (iii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and (c) immediately after giving effect to this First Amendment, no Default or Event of Default under the Term Loan Agreement has occurred and is continuing.

Representations True; No Default. The Borrower represents and warrants that: (a) this First Amendment has been duly authorized, executed and delivered on its behalf, and the Existing Term Loan Revolving Credit Agreement, as amended or otherwise modified by this First Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity; (b) the representations and warranties of the Borrower contained in Article V of the Term Loan Revolving Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Revolving Credit Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (iii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and (c) immediately after giving effect to this First Amendment, no Default or Event of Default under the Term Loan Revolving Credit Agreement has occurred and is continuing.

Representations True; No Default. The Borrower Each Amendment Party represents and warrants that: : (a) this First Amendment has been duly authorized, executed and delivered on its behalf, and the Existing Term Loan Credit Agreement, as amended or otherwise modified by this First Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the Borrowersuch Amendment Party, enforceable against the Borrower such Amendment Party in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ ' rights generally and by general principles of equity; ; (b) the representations and warranties of the Borrower such Amendment Party contained in Article V IV of the Term Loan Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (iiiii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and and (c) immediately after giving effect to this First Amendment, no Default or Event of Default under the Term Loan Credit Agreement has occurred and is continuing. Section 3.

Representations True; No Default. The Borrower hereby represents and warrants that: (a) the transactions contemplated hereby and the performance of its obligations contemplated thereby are within the Borrower’s corporate powers, and this First Amendment Agreement has been duly authorizedauthorized by all necessary corporate action, and that this Agreement has been duly executed and delivered on its behalf, by the Borrower and the Existing Term Loan Agreement, as amended or otherwise modified by this First Amendment, and the other Loan Documents to which it is constitutes a party, constitute the legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their its terms, except as such enforceability may be limited by any subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar law other laws affecting creditors’ rights generally and by subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (b) before and after giving effect to this Agreement, the representations and warranties of the Borrower contained in Article V of the Term Loan Credit Agreement are true and correct in all material respects on (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of written, including the date hereof as though made materiality qualifier) on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were are true and correct in all material respects as of such earlier date and (iii) other than those representations and warranties that are by their terms subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respectsrespects as of such earlier date as written, including the materiality qualifier)); and (c) immediately before and after giving effect to this First AmendmentAgreement, no Default or Event of Default under the Term Loan Agreement has occurred and is continuing.

Representations True; No Default. The Each Borrower hereby represents and warrants that: (a) the transactions contemplated hereby and the performance of its obligations contemplated thereby are within such Borrower’s corporate powers, and this First Amendment Agreement has been duly authorizedauthorized by all necessary corporate action, and that this Agreement has been duly executed and delivered on its behalf, by such Borrower and the Existing Term Loan Agreement, as amended or otherwise modified by this First Amendment, and the other Loan Documents to which it is constitutes a party, constitute the legal, valid and binding obligations obligation of the such Borrower, enforceable against the such Borrower in accordance with their its terms, except as such enforceability may be limited by any subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar law other laws affecting creditors’ rights generally and by subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (b) before and after giving effect to this Agreement, the representations and warranties of the such Borrower contained in Article V of the Term Loan Credit Agreement are true and correct in all material respects on (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of written, including the date hereof as though made materiality qualifier) on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were are true and correct in all material respects as of such earlier date and (iii) other than those representations and warranties that are by their terms subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respectsrespects as of such earlier date as written, including the materiality qualifier)); and (c) immediately before and after giving effect to this First AmendmentAgreement, no Default or Event of Default under the Term Loan Agreement has occurred and is continuing.

Representations True; No Default. The Borrower represents and warrants that: (ai) this First Amendment has been duly authorized, executed and delivered on its behalf, and ; the Existing Term Loan Agreement, as amended or otherwise modified by this First Amendmenthereby, together with the Notes and the other Loan Documents to which it Borrower is a party, constitute the legal, valid and legally binding obligations agreements of the Borrower, Borrower enforceable against the Borrower in accordance with their terms, except as such enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, fraudulent transfer, reorganization or moratorium or other similar law affecting relating to creditors’ ' rights generally and by general equitable principles which may limit the right to obtain equitable remedies (regardless of equitywhether such enforceability is considered in a proceeding, in equity or at law); (bii) the representations and warranties of the Borrower contained in Article V 6 of the Term Loan Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) hereof, except to the extent such representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate solely to a specific earlier date, which representations and warranties were true and correct in all material respects as of such an earlier date and or are untrue as a result of transactions permitted under the Loan Agreement as amended hereby; (iii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and (c) immediately after giving effect to this First Amendment, no Default or Event of Default under the Term Loan Agreement has occurred and is continuing; and (iv) Exhibit 6.9 to the Loan Agreement is true and correct as of the date hereof.

Representations True; No Default. The Borrower Each of the Borrowers represents and warrants that: (a) this First Amendment Agreement has been duly authorized, executed and delivered on its behalf, and the Existing Term Loan Credit Agreement, as amended or otherwise modified by this First AmendmentAgreement, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the such Borrower, enforceable against the such Borrower in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity; (b) the representations and warranties of the such Borrower contained in Article V IV of the Term Loan Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date date; provided, that the representations and warranties contained in clauses (a) and (iiib) of Section 4.04 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (b) and (a), respectively, of Section 5.01 of the Credit Agreement and (ii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and (c) immediately after giving effect to this First AmendmentAgreement, no Default or Event of Default under the Term Loan Credit Agreement has occurred and is continuing.

Representations True; No Default. The Borrower Each of the Loan Parties represents and warrants that: (a) this First Fifth Amendment has been duly authorized, executed and delivered on its behalf, and the Existing Term Loan Credit Agreement, as amended or otherwise modified by this First Fifth Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity; (b) the representations and warranties of the Borrower such Loan Party contained in Article V IV of the Term Credit Agreement and in the other Loan Agreement Documents to which it is a party are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (iiiii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and (c) immediately after giving effect to this First Fifth Amendment, no Default or Event of Default under the Term Loan Credit Agreement has occurred and is continuing.

Representations True; No Default. The Borrower Each of the Borrowers represents and warrants that: (a) this First Amendment has been duly authorized, executed and delivered on its behalf, and the Existing Term Loan Credit Agreement, as amended or otherwise modified by this First Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the such Borrower, enforceable against the such Borrower in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity; (b) the representations and warranties of the such Borrower contained in Article V IV of the Term Loan Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (iiiii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and (c) immediately after giving effect to this First Amendment, no Default or Event of Default under the Term Loan Credit Agreement has occurred and is continuing.

Representations True; No Default. The Borrower Each of the Borrowers represents and warrants that: (a) this First Second Amendment has been duly authorized, executed and delivered on its behalf, and the Existing Term Loan Credit Agreement, as amended or otherwise modified by this First Second Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the such Borrower, enforceable against the such Borrower in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity; (b) the representations and warranties of the such Borrower contained in Article V IV of the Term Loan Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (iiiii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and (c) immediately after giving effect to this First Second Amendment, no Default or Event of Default under the Term Loan Credit Agreement has occurred and is continuing.

Representations True; No Default. The Borrower Each of the Loan Parties represents and warrants that: (a) this First Sixth Amendment has been duly authorized, executed and delivered on its behalf, and the Existing Term Loan Credit Agreement, as amended or otherwise modified by this First Sixth Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the Borrowersuch Loan Party, enforceable against the Borrower such Loan Party in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity; (b) the representations and warranties of the Borrower such Loan Party contained in Article V IV of the Term Credit Agreement and in the other Loan Agreement Documents to which it is a party are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (iiiii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and (c) immediately before and after giving effect to this First Sixth Amendment, no Default or Event of Default under the Term Loan Credit Agreement has occurred and is continuing.

Representations True; No Default. The Borrower Each of the Borrowers represents and warrants that: (a) this First Fourth Amendment has been duly authorized, executed and delivered on its behalf, and the Existing Term Loan Credit Agreement, as amended or otherwise modified by this First Fourth Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the such Borrower, enforceable against the such Borrower in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity; (b) the representations and warranties of the such Borrower contained in Article V IV of the Term Loan Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (iiiii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and (c) immediately after giving effect to this First Fourth Amendment, no Default or Event of Default under the Term Loan Credit Agreement has occurred and is continuing.

Representations True; No Default. The Borrower Each of the Borrowers represents and warrants that: (a) this First Third Amendment has been duly authorized, executed and delivered on its behalf, and the Existing Term Loan Credit Agreement, as amended or otherwise modified by this First Third Amendment, and the other Loan Documents to which it is a party, constitute the legal, valid and binding obligations of the such Borrower, enforceable against the such Borrower in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity; (b) the representations and warranties of the such Borrower contained in Article V IV of the Term Loan Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Closing Date, (ii) those representations and warranties that expressly relate to a specific earlier date, which representations and warranties were true and correct in all material respects as of such earlier date and (iiiii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects); and (c) immediately after giving effect to this First Third Amendment, no Default or Event of Default under the Term Loan Credit Agreement has occurred and is continuing.

Representations True; No Default. The On the Fourth Amendment Closing Date, Borrower represents and warrants that: (a) this First Fourth Amendment has been duly authorized, executed and delivered on its behalf, and ; the Existing Term Loan Revolving Credit Agreement, as amended or otherwise modified by this First Fourth Amendment, and together with the other Loan Documents to which it Borrower is a party, constitute the legal, valid and legally binding obligations agreements of the Borrower, Borrower enforceable against the Borrower in accordance with their terms, except as such enforceability may be limited by any subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar law other laws affecting creditors’ rights generally and by subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (b) the representations and warranties of the Borrower contained in Article V III of the Term Loan Agreement Revolving Credit Agreement, as amended by this Fourth Amendment, are true and correct in all material respects (or if qualified by “material,” “material adverse effect” or similar language, in all respects) on and as of the date hereof Fourth Amendment Closing Date as though made on and as of the date hereof (other than (i) the representations and warranties set forth in Sections 5.7 and 5.9 of the Term Loan Agreement, which shall only be made on the Fourth Amendment Closing Date, (ii) those representations and warranties except to the extent that expressly any such representation or warranty is stated to relate to a specific an earlier date, date in which representations case such representation and warranties were warranty will be true and correct in all material respects (or if qualified by “material,” “material adverse effect” or similar language, in all respects) on and as of such earlier date and (iii) those representations and warranties that are by their terms subject to a materiality qualifier, which representations and warranties are true and correct in all respects)date; and (c) immediately after giving effect to this First Fourth Amendment, no Default or Event of Default under the Term Loan Revolving Credit Agreement has occurred and is continuing.