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

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true At and correct: (i) as of the date of this Amendment, both before and after giving effect to this Amendment, each of the representations and warranties contained made by any Credit Party herein or in Article VI and in each or pursuant to any other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects Document (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualificationamended hereby) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification), except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) . At and (ii) as of the date of this Amendment and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective termscontinuing.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) After giving effect to this Amendment, the representations and warranties contained herein, in Article VI of the Existing Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Existing Financing Agreement or thereto any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment Effective Date (after giving effect to the amendments set forth in this Amendment) or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties by the Borrowers and their Subsidiaries contained in Article VI this Agreement and in each the other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereofthereof (including the representations and warranties set forth in the final sentence of Section 6.01(g)(i) [Financial Conditions]), which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such dateDate, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereofthereof (including the representations and warranties set forth in the final sentence of Section 6.01(g)(i) [Financial Conditions]), which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) , and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) After giving effect to this Amendment, the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment Effective Date (after giving effect to the amendments set forth in this Amendment) or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party Agent or any Lender pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty hereof shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) 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 have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no . No Event of Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the consummation of this Agreement or the other Loan Documents becoming effective in accordance with its or their respective termsAmendment.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI 3 of the Loan Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of Borrower to the Lender pursuant to this Amendment, the Loan Agreement or any Secured Party pursuant hereto or thereto other Loan Document on or prior to the Fourth Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fourth Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties (after taking into account this Amendment) are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on ), and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Fourth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or prior to the Fifth Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fifth Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Fifth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the Borrowers’ acceptance of the proceeds of such Delayed Draw Term Loan, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Term Loan that: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date date of such Delayed Draw Term Loan are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) at the time of and after giving effect to the making of such Delayed Draw Term Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from this Agreement or the other making of the Delayed Draw Term Loan Documents becoming effective in accordance with its or their respective termsto be made, on such date.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI 3 of the Loan Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of Borrower to the Lender pursuant to this Amendment, the Loan Agreement or any Secured Party pursuant hereto or thereto other Loan Document on or prior to the Third Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Third Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties (after taking into account this Amendment) are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on ), and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Third Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) Except for the Representation Exception, the representations and warranties contained herein, in the Existing Forbearance Agreement, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and, other than the Existing Defaults and (ii) Anticipated Defaults, no Default or Event of Default shall have has occurred and be is continuing on as of the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any for representations or and warranties that are already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereofby materiality, which representations and warranties shall will be true and correct in all respects subject to such qualificationrespects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any for representations or and warranties that are already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereofby materiality, which representations and warranties shall will be true and correct in all respects subject to such qualificationrespects) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI this First Amendment, ARTICLE V of the Loan Agreement and in each other Loan Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the First Amendment Effective Date are true and correct in all material respects (except that and in all respects if such materiality qualifier shall not be applicable to any representations or warranties that representation and warranty is already are qualified or modified as to by materiality or “by reference to a Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that and in all respects if such materiality qualifier shall not be applicable to any representations or warranties that representation and warranty is already are qualified or modified as to by materiality or “by reference to a Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or would result from this Agreement or the other Loan Documents First Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI 3 of the Loan Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of Borrower to the Lender pursuant to this Amendment, the Loan Agreement or any Secured Party pursuant hereto or thereto other Loan Document on or prior to the Second Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Second Amendment Date as though made on and as of such date, except date (unless such representations or warranties (after taking into account this Amendment) are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on ), and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Second Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or prior to the Consent Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Consent Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Consent Effective Date or would result from this Agreement or the other Loan Documents Consent becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article ARTICLE VI and in each other Loan Document, certificate or other writing delivered to any Secured Party Agent or any Lender pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such datethe Effective Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Second Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI this Agreement, and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to any Secured Party pursuant hereto or thereto on or prior to the First Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the First Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: , and the submission by the Borrower to the Administrative Agent of a notice of withdrawal, and the Borrower’s acceptance of the proceeds of such withdrawal, shall be deemed to be a representation and warranty by each Loan Party on the date of such withdrawal that: (iA) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing Document delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date date of such withdrawal are true and correct in all material respects on and as of such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (except in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date) (except, in each case, that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification), (B) on at the time of and as immediately after giving effect to the making of such withdrawal and the application of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text proceeds thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from withdrawal of such Specified Proceeds, on such date, and (C) the conditions set forth in this Agreement or Section 2.14(b) have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or prior to the First Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the First Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) Except for Section 6.1(h)(iii) of the Financing Agreement as a result of past due balances in respect of the specific 133111511_8 Material Contracts set forth on Annex B, the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto Document on or immediately prior to the Amendment No. 4 Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) after giving effect to the Amendment No. 4 Waiver (as defined below), no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 4 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to any Secured Party pursuant hereto or thereto on or prior to the Sixth Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Sixth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.. #97889169v6

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or prior to the Second Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Second Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Administrative Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrowers' acceptance of the proceeds of such Loan that: (i) the representations and warranties made to any Secured Party contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date date of such Loan are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and ), (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Loan to be made, on such date and (iii) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI 3 of the Loan Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of Borrower to the Lender pursuant to this Amendment, the Loan Agreement or any Secured Party pursuant hereto or thereto other Loan Document on or prior to the Sixth Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Sixth Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties (after taking into account this Amendment) are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on ), and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Sixth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) Except for the Representation Exception, the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) ), and, other than the Existing Defaults, no Default or Event of Default shall have has occurred and be is continuing on as of the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The After giving effect to this Fifth Amendment, including the waiver of the Specified Events of Default pursuant to Section 2 hereof, the following statements shall be true and correct: (i) the representations and warranties contained in Article VI this Fifth Amendment, ARTICLE V of the Loan Agreement and in each other Loan Other Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the Fifth Amendment Effective Date are true and correct in all material respects (except that and in all respects if such materiality qualifier shall not be applicable to any representations or warranties that representation and warranty is already are qualified or modified as to by materiality or “by reference to a Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fifth Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that and in all respects if such materiality qualifier shall not be applicable to any representations or warranties that representation and warranty is already are qualified or modified as to by materiality or “by reference to a Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default (other than the Specified Events of Default) shall have occurred and be continuing on the Fifth Amendment Effective Date or would result from this Agreement or the other Loan Documents Fifth Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 2 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on ​ ​ as of the Amendment No. 2 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) Except as disclosed to the Collateral Agent in writing on the Amendment No. 3 Effective Date, the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the Amendment No. 3 Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 3 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The An Authorized Officer of the Borrowers shall have delivered a certificate to the Agent stating that the following statements shall be true and correct: correct (after giving effect to this Amendment): (i) the representations and warranties contained in this Amendment, Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 3 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on the Amendment No. 3 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI IV of the Financing Agreement and in each other Loan Document, Document and certificate or other writing delivered to any Secured Party Agent and the Lenders pursuant hereto or thereto on or prior to the Amendment Effective Date are shall be true and correct in all material *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) after giving effect to this Amendment on and as of the Amendment Effective Date as though made on and as of such date, date (except to the extent that any such representation or warranty representations and warranties expressly relates solely relate to an earlier date (in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI this First Amendment, Section 8 of the Purchase Agreement and in each other Loan Note Document, certificate or other writing delivered to any Secured Party Holder pursuant hereto or thereto on or prior to the First Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date as though made on and as of such datedate (or, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically relate to an earlier date (in which case date, that such representation or warranty shall be representations and warranties were true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) (in each case except to the extent such representation and warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects), and that the Transaction Parties shall have performed all agreements and satisfied all conditions (other than such conditions, the satisfaction of which are in the discretion of the Holders) which this First Amendment provides shall be performed or satisfied by it on or before the First Amendment Effective Date except as otherwise disclosed to and agreed to in writing by Holders, and (ii) no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or would result from this Agreement or the other Loan Documents First Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or of “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or prior to the Third Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Third Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Third Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: correct (iafter giving effect to this Amendment): (A) the representations and warranties contained in this Amendment, Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 8 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (iiB) no Default or Event of Default shall have occurred and be continuing on the Amendment No. 8 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Administrative Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrowers’ acceptance of the proceeds of such Loan, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Loan that: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof)), which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Loan to be made, on such date and (iii) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI 3 of the Loan Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of Borrower to the Lender pursuant to this Amendment, the Loan Agreement or any Secured Party pursuant hereto or thereto other Loan Document on or prior to the Ninth Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Ninth Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties (after taking into account this Amendment) are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on ), and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Ninth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) date and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the The representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on the First Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to any Secured Party pursuant hereto or thereto on or prior to the Fourth Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Fourth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 3 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 3 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Administrative Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrowers' acceptance of the proceeds of such Loan, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Loan that: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and ), (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Loan to be made, on such date, (iii) the making of such Loan shall not result in the Credit Limiter being exceeded and (iv) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) After giving effect to the waivers set forth in Section 3 above, the representations and warranties contained herein, in Article VI of the Financing Agreement (other than Section 6.01(z) solely relating to the CBG Acquisition and the CBG Acquisition Documents) and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the Fifth Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Fifth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the First Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the First Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.. - 23 - (b)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to any Secured Party pursuant hereto or thereto on or prior to the Eighth Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Eighth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true Loan Parties hereby represent and correct: (i) warrant to the Agents and the Lenders that the representations and warranties contained herein, in Article VI V of the Credit Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Credit Agreement or thereto any other Loan Document on or prior to the First Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the First Amendment Effective Date or would result from this Agreement or the other Loan Documents First Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the First Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the First Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date)) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI 3 of the Loan Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of Borrower to the Lender pursuant to this Amendment, the Loan Agreement or any Secured Party pursuant hereto or thereto other Loan Document on or prior to the Tenth Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Tenth Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties (after taking into account this Amendment) are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on ), and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Tenth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI Section 5 of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to the Agent or any Secured Party Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or prior to the Second Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effectmateriality” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) date as though made on and as of such date (ii) it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date (except that Dsuch materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)), and, except for the Existing Defaults, no Default or Event of Default shall have has occurred and be is continuing on as of the Second Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, Document and in any other certificate or other writing delivered to any Secured Party pursuant hereto or thereto the Administrate Agent on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Administrative Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrowers’ acceptance of the proceeds of such Loan, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Loan that: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and ), (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Loan to be made, on such date and (iii) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: After giving effect to this First Amendment, (i) each of the representations and warranties of the Loan Parties contained in Article VI this First Amendment, the Credit Agreement and in each any other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or “Material Adverse Effect” Change in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date Date, as though made on and as of such date, date (except to the extent that any such representation or warranty expressly relates representations and warranties relate solely to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or “Material Adverse Effect” Change in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the First Amendment Effective Date or would result from this Agreement or the other Loan Documents First Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or prior to the Sixth Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Sixth Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Sixth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or prior to the Fourth Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fourth Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Fourth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: After giving effect to the waivers set forth in Section 3 above, (i) the representations and warranties contained in this Amendment, in Article VI of the Financing Agreement (other than Section 6.01(z) solely relating to the CBG Acquisition and the CBG Acquisition Documents) and in each other Loan Document, certificate or other writing delivered to any Secured Party Agent or any Lender pursuant hereto or thereto on or prior to the Sixth Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct on and as of such earlier date in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have occurred and be continuing on the Sixth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI the Loan Agreement and in each other Loan Other Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Loan Agreement or thereto any Other Document on or prior to the Waiver Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Waiver Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Waiver Effective Date or would result from this Agreement or the other Loan Documents Waiver becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Borrowing Agent, the CRO and the COO to the Agent of a Notice of Borrowing with respect to each such Delayed Draw Term Loan, and the Borrowers’ acceptance of the proceeds of such Delayed Draw Term Loan, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Loan that: (i) each of the representations and warranties contained made by any Loan Party in Article VI the Credit Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Other Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as if made on and as the date of the Effective Date as though made on and as funding of such dateDelayed Draw Term Loan and after giving effect thereto, except to the extent that any such representation or warranty expressly relates solely to is made as of an earlier date (and/or specified date, in which case such representation or warranty shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier or specified date) and , (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Delayed Draw Term Loan to be made on such date and (iii) the conditions set forth in this Agreement or Section 8.2 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The An Authorized Officer of the Borrower shall have delivered a certificate to the Agent stating that the following statements shall be true and correct: correct (after giving effect to this Amendment): (i) the representations and warranties contained in this Amendment, Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 2 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on the Amendment No. 2 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 6 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 6 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI 3 of the Loan Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of Borrower to the Lender pursuant to this Amendment, the Loan Agreement or any Secured Party pursuant hereto or thereto other Loan Document on or prior to the Twelfth Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Twelfth Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties (after taking into account this Amendment) are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on ), and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Twelfth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) Except for the Representation Exception, the representations and warranties contained herein, in Article VI IX of the Credit Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) ), and, other than the Existing Defaults, no Default or Event of Default shall have has occurred and be is continuing on as of the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to any Secured Party pursuant hereto or thereto on or prior to the Second Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Second Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party Agent or any Lender pursuant hereto or thereto on or prior to the Effective Date are date hereof shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such datedate hereof, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no . No Event of Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective termsconsummation of the Second Amendment.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI the Credit Agreement and in each other Loan Other Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Credit Agreement or thereto any Other Document on or prior to the Waiver Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Waiver Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Waiver Effective Date or would result from this Agreement or the other Loan Documents Waiver becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrower's acceptance of the proceeds of such Loan, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Loan that: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and ), (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Loan to be made, on such date and (iii) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI the Credit Agreement and in each other Loan Other Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Credit Agreement or thereto any Other Document on or prior to the Amendment No. 1 Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 1 Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 1 Effective Date or would result from this Agreement or the other Loan Documents Waiver becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The An Authorized Officer of the Borrowers shall have delivered a certificate to the Agent stating that the following statements shall be true and correct: correct (after giving effect to this Amendment): (i) the representations and warranties contained in this Amendment, Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 6 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on the Amendment No. 6 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI the Credit Agreement and in each other Loan Other Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Credit Agreement or thereto any Other Document on or prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Administrative Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrowers' acceptance of the proceeds of such Loan, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Loan that: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and ), (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Loan to be made, on such date and (iii) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the Third Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Third Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms, both immediately before and immediately after giving effect to the other Transactions.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrower’s acceptance of the proceeds of such Loan, shall each be deemed to be a representation and warranty by each Loan Party on the date of such Loan: (i) the representations and warranties contained in Article ARTICLE VI and in each other Loan Document, certificate or other writing delivered to any Secured Party Agent or any Lender pursuant hereto or thereto on or prior to the Effective Date date of such Loan are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.,

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI the Financing Agreement (as amended) and in each other Loan Transaction Document, certificate or other writing delivered to the Preferred Majority Holders pursuant to any Secured Party pursuant hereto or thereto Transaction Document on or prior to the Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effectmateriality” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) and (ii) as of such earlier date). To the Company’s knowledge, no Financial Covenant Default, Cash Dividend Default, or Financing Agreement Cross Default or Event of Default shall have has occurred and be is continuing on as of the Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to any Secured Party pursuant hereto or thereto on or prior to the Fifth Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Fifth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) After giving effect to the waivers set forth in Section 3 above, the representations and warranties contained herein, in Article VI of the Financing Agreement (other than Section 6.01(z) solely relating to the CBG Acquisition and the CBG Acquisition Documents) and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the Sixth Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Sixth Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI Section 5 of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to the Agent or any Secured Party Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or prior to the First Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effectmateriality” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) date as though made on and as of such date (ii) it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)), and, except for the Existing Defaults, no Default or Event of Default shall have has occurred and be is continuing on as of the First Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto Document on or immediately prior to the Amendment No. 1 Effective Date Date, but after giving effect to the Waiver, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 1 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true After giving effect to this Amendment and correct: (ithe waivers of the Specified Defaults set forth in Section 3(a) hereof, the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the Second Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Second Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The An Authorized Officer of the Borrowers shall have delivered a certificate to the Agent stating that the following statements shall be true and correct: correct (after giving effect to this Amendment): (i) the representations and warranties contained in this Amendment, Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 4 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on the Amendment No. 4 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI this Second Amendment, Section 8 of the Purchase Agreement and in each other Loan Note Document, certificate or other writing delivered to any Secured Party Holder pursuant hereto or thereto on or prior to the Second Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date as though made on and as of such datedate (or, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically relate to an earlier date (in which case date, that such representation or warranty shall be representations and warranties were true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) (in each case except to the extent such representation and warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects), and that the Transaction Parties shall have performed all agreements and satisfied all conditions (other than such conditions, the satisfaction of which are in the discretion of the Holders) which this Second Amendment provides shall be performed or satisfied by it on or before the Second Amendment Effective Date except as otherwise disclosed to and agreed to in writing by Holders, and (ii) no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Agreement or the other Loan Documents Second Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Secured Party Agent or any Lender pursuant hereto to the Financing Agreement or thereto any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have (other than the Specified Event of Default) has occurred and be is continuing on as of the Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto Document on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective termsterms on the Effective Date.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 5 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 5 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.. ​ ​ ​

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party Agent or any Lender pursuant hereto or thereto on or prior to the Effective Date are date hereof shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such datedate hereof, except to the extent that any such representation or warranty expressly relates solely representations and warranties specifically relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no . No Event of Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective termsconsummation of the First Amendment.

Representations and Warranties; No Event of Default. The An Authorized Officer of the Borrowers shall have delivered a certificate to the Agent stating that the following statements shall be true and correct: correct (after giving effect to this Amendment): (i) the representations and warranties contained in this Amendment, Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 5 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on the Amendment No. 5 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 4 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment No. 4 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI 3 of the Loan Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of Borrower to the Lender pursuant to this Amendment, the Loan Agreement or any Secured Party pursuant hereto or thereto other Loan Document on or prior to the Seventh Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Seventh Amendment Effective Date as though made on and as of such date, except date (unless such representations or warranties (after taking into account this Amendment) are stated to the extent that any such representation or warranty expressly relates solely relate to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct on and as of such earlier date in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on ), and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Seventh Amendment Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained herein, in Article VI the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party Agent or any Lender pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty hereof shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or “"Material Adverse Effect” " in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) 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 have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no . No Event of Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective termsconsummation of the First Amendment.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Signing Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Signing Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Signing Date or would result from this Agreement or the other Loan Documents becoming effective being executed in accordance with its or their respective terms.