Common use of REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER. Each of Holdings and the Borrower represents and warrants as follows: (a) The execution, delivery and performance by Holdings and the Borrower of this Amendment, the execution and delivery of the Consent hereto by each Guarantor and the performance by Holdings, the Borrower and each Guarantor of the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action. (b) This Amendment has been duly executed and delivered by Holdings and the Borrower and the Consent has been duly executed by each Guarantor. This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of Holdings, the Borrower and the Guarantors, enforceable against Holdings, the Borrower and the Guarantors in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and subject to the effects of general principles of equity (regardless whether considered in a proceeding in equity or at law).

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER. Each of Holdings and the Borrower represents and warrants as follows: (a) The execution, delivery and performance by Holdings and the Borrower of this Amendment, the execution and delivery of the Consent hereto by each Guarantor and the performance by Holdings, Holdings and the Borrower and each Guarantor of the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action. (b) This Amendment has been duly executed and delivered by Holdings and the Borrower and the Consent has been duly executed by each Guarantor. This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of Holdings, the Borrower Holdings and the GuarantorsBorrower, enforceable against Holdings, Holdings and the Borrower and the Guarantors in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and subject to the effects of general principles of equity (regardless whether considered in a proceeding in equity or at law).