Common use of Representations and Warranties; No Default Clause in Contracts

Representations and Warranties; No Default. By their execution hereof: (a) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their its execution hereof, Borrower hereby represents and warrants as follows: (a) Each As to each Loan Party hereby certifiesParty, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery delivery, and performance by such Loan Party of this Amendment Agreement and each of the other documents document executed in connection herewith to which it is a party in accordance with their respective terms and have been duly authorized by all necessary action on the transactions contemplated herebypart of such Loan Party. (iib) This Amendment Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, Party that is a party thereto and each such document constitutes is the legal, legally valid and binding obligation of each such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or similar state laws relating to or federal debtor relief laws from time to time in effect which affect the enforcement of limiting creditors’ rights generally. (c) The representations and warranties of Borrower and its Subsidiaries set forth in general the Credit Agreement and in the availability other Loan Documents are true, correct and complete in all material respects on and as of equitable remediesthe date hereof, to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement.

Representations and Warranties; No Default. By their execution hereof, each Loan Party hereby represents and warrants as follows: (a) Each Such Loan Party hereby certifieshas the right, represents power and warrants authority and has taken all necessary corporate and other action to authorize the Administrative Agent execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the Lenders that each availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date). (d) and that no No Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants continuing or would result after giving effect to the Administrative Agent extension and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated herebyby this Agreement. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their execution Each of the Loan Parties hereby repeats, on and as of the date hereof: (a) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth made by it in the Credit Agreement and each other Loan Document (except to the extent of changes resulting from transactions contemplated or permitted by this Amendment, the Credit Agreement and the other Loan Documents is true Documents, and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true representations and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only warranties relate expressly to an earlier date), in which case provided that all references therein to the Credit Agreement or to the Pledge and Security Agreement shall refer to the Credit Agreement or to the Pledge and Security Agreement, as applicable, as amended hereby. In addition, each of the Loan Parties hereby represents and warrants that the execution and delivery by such representation Person of this Amendment and the performance by such Person of all of its agreements and obligations under the Credit Agreement and under the Pledge and Security Agreement as amended hereby are within the corporate or warranty shall remain true and correct as other organizational authority of such earlier date) Person and have been duly authorized by all necessary corporate or other organizational action on the part of such Person. The execution and delivery of this Amendment will result in valid and legally binding obligations of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. Each of the Loan Parties hereby further represents and warrants that no Default or Event of Default has occurred or and is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their its execution hereof:, (a) Each Loan Party hereby certifies, the Borrower represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth contained in the Credit Agreement and the other each Loan Documents is Document (including this Agreement) are true and correct in all material respects on and as of the date hereof (except to the extent that (i) hereof, other than any such representation representations or warranty that is qualified warranties that, by materiality or by reference to Material Adverse Effecttheir express terms, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only refer to an earlier date, in which case such representation or warranty they shall remain have been true and correct on and as of such earlier date) date and that no Default or Event of Default has occurred or and is continuing.continuing as of the First Amendment Effective Date; and (b) Each each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment Agreement and each of the other documents document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby.; and (ii) This Amendment this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their execution hereof: (ai) Each Loan Party hereby certifies, represents and warrants each of (A) the representations made by or with respect to the Administrative Agent target with respect to the IDT Joint Venture Transaction and the Lenders that each of Beatport Acquisition and (B) the representations and warranties in Article III of this Agreement and in any other Loan Document to which a Loan Party is a party as applied to the target, (ii) the representations and warranties of the Group Members as set forth in this Agreement and in any other Loan Document to which a Loan Party is a party and (iii) the representations and warranties of ▇▇▇▇▇▇ F.X. Sillerman as set forth in the Credit Agreement Sillerman Guarantee, shall, in each case of the foregoing clauses (i), (ii) and (iii), be true and correct in all material respects on and as of this date as if made on and as of this date except to the other Loan Documents is extent that such representations and warranties relates to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of the date hereof (except to the extent such earlier date; provided, that (i) any such representation or and warranty that is qualified by materiality or by reference as to “materiality”, “Material Adverse Effect, in which case such representation ” or warranty is similar language shall be true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no respects. No Default or Event of Default has shall have occurred and be continuing or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to would result from the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each Borrowing of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and Term Loans, the transactions contemplated hereby. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by application of proceeds thereof or the duly authorized officers consummation of any Permitted Acquisition as of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remediesClosing Date.

Representations and Warranties; No Default. By their execution hereof, each Loan Party hereby represents and warrants as follows: (a) Each Such Loan Party hereby certifieshas the right, represents power and warrants authority and has taken all necessary corporate and other action to authorize the Administrative Agent execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (b) This Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the Lenders that each availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date). (d) and that no No Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants continuing or would result after giving effect to the Administrative Agent extension and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated herebyby this Amendment. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their execution hereof, each Loan Party hereby represents and warrants as follows: (a) Each Such Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment Agreement and each of the other documents document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated herebyterms. (iib) This Amendment Agreement and each other document executed in connection herewith has been duly executed and delivered by the its duly authorized officers of the each Loan Partyofficers, and each such document constitutes the legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) 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 Loan Party of this Agreement and each other document executed in connection herewith. (d) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) with the same effect as though made on and as of the date hereof (it being understood and agreed that any such representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) only as of such specified date). (e) no Default or Event of Default has occurred or is continuing or would result after giving effect to this Agreement.

Representations and Warranties; No Default. By their execution hereof: (a) Each Loan Party hereby certifiescertifies that, represents immediately before and warrants after giving effect to the Administrative Agent and the Lenders that this Amendment, (a) each of the representations and warranties set forth made by any Loan Party in or pursuant to the Credit Agreement and the other Loan Documents is are true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects if qualified by materiality) on and as of the such date hereof or as if made on and as of such date (ii) any except for such representation or warranty relates only representations and warranties expressly stated to an be made as of a specific earlier date, in which case such representation or warranty shall remain representations and warranties were true and correct as of such earlier date) and that (b) no Default or Event of Default has occurred or and is continuing. (b) . Each Loan Party hereby certifies, further represents and warrants to each Additional Term Loan Lender, each Continuing Term Loan Lender and the Administrative Agent and that, as of the Lenders that: Effective Date, (i) It has the right, power and authority and such Loan Party has taken all necessary corporate and other action to authorize (x) the executionexecution and delivery of this Amendment, delivery and (y) the performance of this Amendment and each the Amended Credit Agreement and (z) the extensions of credit on the other documents executed in connection herewith to which it is a party in accordance with their respective terms and conditions of this Amendment and the transactions contemplated hereby. Amended Credit Agreement, (ii) This this Amendment and each other document executed in connection herewith has been duly executed and delivered by on its behalf and (iii) this Amendment and the duly authorized officers of the each Loan Party, and each such document constitutes the legal, Amended Credit Agreement constitute its valid and binding obligation of each Loan Partyobligations, enforceable against it in accordance with its their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in general and the availability of equitable remediesequity or at law).

Representations and Warranties; No Default. By their execution hereof, each Loan Party hereby represents and warrants as follows: (a) Each Such Loan Party hereby certifieshas the right, represents power and warrants authority and has taken all necessary corporate and other action to authorize the Administrative Agent execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (b) This Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the Lenders that each availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date). (d) and that no No Default or Event of Default has occurred or is continuingcontinuing or would result after giving effect to the transactions contemplated by this Amendment. (be) Each No Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated herebyan EEA Financial Institution. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their its execution hereof, Borrower hereby represents and warrants as follows: (a) Each As to each Loan Party hereby certifiesParty, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery delivery, and performance by such Loan Party of this Amendment and each of the other documents document executed in connection herewith to which it is a party in accordance with their respective terms and have been duly authorized by all necessary action on the transactions contemplated herebypart of such Loan Party. (iib) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, Party that is a party thereto and each such document constitutes is the legal, legally valid and binding obligation of each such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or similar state laws relating to or federal debtor relief laws from time to time in effect which affect the enforcement of limiting creditors’ rights generally. (c) The representations and warranties of Borrower and its Subsidiaries set forth in general the Credit Agreement and in the availability other Loan Documents are true, correct and complete in all material respects on and as of equitable remediesthe date hereof, to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. (d) No Default or Event of Default has occurred or is continuing.

Representations and Warranties; No Default. By their execution hereofIn order to induce the Lenders party hereto to enter into this Amendment, each Loan Party represents and warrants to each of the Lenders that as of the Effective Date: (a) Each the execution, delivery and performance by such Loan Party hereby certifiesof this Amendment are within such Loan Party’s corporate or other organizational powers, represents have been duly authorized by all necessary corporate or other organizational action, and warrants will not (i) violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) on any of such Loan Party’s properties or revenues pursuant to any such Requirement of Law or Contractual Obligation; (b) this Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (c) after giving effect to the Administrative Agent amendments set forth in this Amendment and the Lenders that each incurrence of the Tranche B-1 Term Loans, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties set forth contained in the Credit Agreement are true and correct in all material respects on and as of the other Loan Documents is Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their execution hereof, each Loan Party hereby represents and warrants as follows: (a) Each Such Loan Party hereby certifieshas taken all necessary corporate and other action to authorize the execution, represents delivery and warrants performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the Administrative Agent legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the Lenders that availability of equitable remedies. (c) 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 Loan Party of this Agreement and each other document executed in connection herewith. (d) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date). (i) and that Except for the Specified Events of Default, no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers no Default or Event of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium Default is continuing or similar state or federal debtor relief laws from time would result after giving effect to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remediesthis Agreement.

Representations and Warranties; No Default. By their execution hereofIn order to induce the Lenders party hereto to enter into this Amendment, each Loan Party represents and warrants to each of the Lenders that as of the Effective Date: (a) Each the execution, delivery and performance by such Loan Party hereby certifiesof this Amendment are within such Loan Party’s corporate or other organizational powers, represents have been duly authorized by all necessary corporate or other organizational action, and warrants will not (i) violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) on any of such Loan Party’s properties or revenues pursuant to any such Requirement of Law or Contractual Obligation; (b) this Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (c) after giving effect to the Administrative Agent amendments set forth in this Amendment (i) no Default or Event of Default exists and the Lenders that each of the is continuing and (ii) all representations and warranties set forth contained in the Credit Agreement are true and correct in all material respects on and as of the other Loan Documents is Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their execution hereofIn order to induce the Lenders party hereto to enter into this Amendment, each Loan Party represents and warrants to each of the Lenders that as of the Effective Date: (a) Each the execution, delivery and performance by such Loan Party hereby certifiesof this Amendment are within such Loan Party’s corporate or other organizational powers, represents have been duly authorized by all necessary corporate or other organizational action, and warrants will not (i) violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) on any of such Loan Party’s properties or revenues pursuant to any such Requirement of Law or Contractual Obligation; (b) this Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorgani zation, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (c) after giving effect to the Administrative Agent amendments set forth in this Amendment and the Lenders that each incurrence of the Tranche B Term Loans, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties set forth contained in the Credit Agreement are true and correct in all material respects on and as of the other Loan Documents is Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their execution hereofIn order to induce the respective Lenders party hereto, the Administrative Agent and the Collateral Agent to enter into this Amendment, each Loan Party represents and warrants to each of the Lenders party to this Amendment, the Administrative Agent and the Collateral Agent that on and as of the 2016 Refinancing Amendment Effective Date, after giving effect to this Amendment: (a) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth contained in Article V of the Credit Agreement, as proposed to be amended by the Credit Agreement Amendment, are true and correct in all material respects as if made on and as of the other Loan Documents is 2016 Refinancing Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of the date hereof (except such earlier date; provided that, to the extent that (i) any such representation or warranty that is representations and warranties are qualified by materiality materiality, material adverse effect or by reference to Material Adverse Effectsimilar language, in which case such representation or warranty is they shall be true and correct in all respects as of the date hereof or respects; (iib) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred exists or is continuing.would result from the effectiveness of this Amendment or from the application of the proceeds of the Refinancing Revolver Loans and the Refinancing Tranche A Term Loans; and (bc) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and by each Loan Party have been duly authorized by all necessary corporate or other action on the part of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby. (ii) This Amendment and each other document executed in connection herewith such Loan Party, has been duly executed and delivered by the duly authorized officers of the each such Loan Party, Party and each such document constitutes the a legal, valid and binding obligation of each such Loan Party, enforceable against such Loan Party in accordance with its terms, except as to the extent that the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement Debtor Relief Laws and by general principles of creditors’ rights in general and the availability of equitable remediesequity.

Representations and Warranties; No Default. By their its execution hereof: (a) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) It each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true, correct and complete and that all representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true, correct and complete in all material respects; (b) no Default or Event of Default has occurred or is continuing or would result after giving effect to this Agreement and the transactions contemplated hereby; (c) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment Agreement and each of the other documents document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby.; and (iid) This Amendment this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their execution hereof, each Loan Party hereby represents and warrants as follows: (a) Each Such Loan Party hereby certifieshas the right, represents power and warrants authority and has taken all necessary corporate and other action to authorize the Administrative Agent execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (b) This Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the Lenders that each availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date). (d) and that no No Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants continuing or would result after giving effect to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated herebyby this Amendment. (ii) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the each Loan Party, and each such document constitutes the legal, valid and binding obligation of each Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By their execution hereof: (a) Each , each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each follows: Such Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment Agreement and each of the other documents document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby. (ii) terms. This Amendment Agreement and each other document executed in connection herewith has been duly executed and delivered by the its duly authorized officers of the each Loan Partyofficers, and each such document constitutes the legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. 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 Loan Party of this Agreement and each other document executed in connection herewith. Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) with the same effect as though made on and as of the date hereof (it being understood and agreed that any such representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) only as of such specified date). No Default or Event of Default has occurred or is continuing or would result after giving effect to this Agreement.

Representations and Warranties; No Default. By their execution hereof, each Loan Party hereby represents and warrants as follows: (a) Each Such Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) Each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment Agreement and each of the other documents document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated herebyterms. (iib) This Amendment Agreement and each other document executed in connection herewith has been duly executed and delivered by the its duly authorized officers of the each Loan Partyofficers, and each such document constitutes the legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) 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 Loan Party of this Agreement and each other document executed in connection herewith. (d) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) with the same effect as though made on and as of the date hereof (it being understood and agreed that any such representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, all respects) only as of such specified date). (e) No Default or Event of Default has occurred or is continuing or would result after giving effect to this Agreement.