Common use of Representations and Warranties of the Borrowers Clause in Contracts

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendment: (a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) As of the date hereof after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

Representations and Warranties of the Borrowers. Each Borrower The Borrowers hereby represents represent and warrants warrant as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower the Borrowers and are enforceable against such Borrower the Borrowers in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) As of Upon the date hereof after giving effect to the terms effectiveness of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the Borrowers hereby reaffirm all representations and warranties of the Borrowers set forth made in the Credit Loan Agreement, as and to the extent the same are not amended hereby, are true agree that all such representations and correct in all material respects on and warranties shall be deemed to have been remade as of the date hereofof delivery of this Amendment, except unless and to the extent that any such representation or and warranty is stated to relate solely to an earlier date, in which case such representation or and warranty shall have been be true and correct in all material respects on and as of such earlier date. (c) As of the date hereof, and after giving effect to this Amendment, each Borrower shall be in compliance with all the terms and provisions set forth in the Loan Agreement, as amended hereby, on its part to be observed or performed, and no Event of Default or Default shall have occurred and be continuing.

Representations and Warranties of the Borrowers. Each Borrower The Borrowers hereby represents represent and warrants warrant as follows as of the closing date of this Amendmentfollows: (a) This Amendment Amendment, and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower the Borrowers and are enforceable against such Borrower the Borrowers in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) As of Upon the date hereof after giving effect to the terms effectiveness of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the Borrowers hereby reaffirm all representations and warranties of the Borrowers set forth made in the Credit Agreement, as and to the extent the same are not amended hereby, are true agree that all such representations and correct in all material respects on and warranties shall be deemed to have been remade as of the date hereofof delivery of this Amendment, except unless and to the extent that any such representation or and warranty is stated to relate solely to an earlier date, in which case such representation or and warranty shall have been be true and correct in all material respects on and as of such earlier date. (c) As of the date hereof, and after giving effect to this Amendment, the Borrowers shall be in compliance with all the terms and provisions set forth in the Credit Agreement, subject to the amendment set forth herein, on its part to be observed or performed, and no Event of Default or Default shall have occurred and be continuing.

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Agreement, Agreement as amended hereby, modified hereby constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms, subject to applicable (i) the effects of bankruptcy, insolvency, examinership, moratorium, reorganization, moratorium fraudulent conveyance or other similar laws affecting creditors’ rights generally and subject to generally, (ii) general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Event of Default shall have or Default has occurred and be is continuing and (ii) the representations and warranties of the Borrowers such Borrower set forth in Article III of the Credit Agreement, as amended hereby, are true and correct in all material respects on (provided that any representation and as of the date hereofwarranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects), except to the extent any such representation or warranty is stated to representations and warranties expressly relate solely to an earlier date, date (in which case such representation or warranty representations and warranties shall have been be true and correct in all material respects on and as of such earlier date).

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Agreement, Agreement as amended hereby, modified hereby constitute legal, valid and binding obligations of such Borrower and are Borrower, enforceable against such Borrower in accordance with their terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law). (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default shall have or Event of Default has occurred and be is continuing and (ii) the representations and warranties of the Borrowers set forth in the Credit Agreement, as amended hereby, Agreement are true and correct in all material respects on and as of the date hereofrespects, except to the extent any such representation or warranty is stated to relate solely representations and warranties are expressly limited to an earlier date, in which case case, such representation or warranty shall have been representations and warranties continue to be true and correct in all material respects on and as of such specified earlier date; provided, that the materiality qualifier set forth in this paragraph (b) shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Representations and Warranties of the Borrowers. Each Borrower hereby of the Borrowers represents and warrants as follows as of the closing date of this Amendmentthat: (a) This The execution, delivery and performance by each of the Borrowers of this Amendment have been duly authorized by all necessary corporate action and the Credit Agreement, as amended hereby, constitute that this Amendment is a legal, valid and binding obligations obligation of such Borrower and are each of the Borrowers enforceable against such Borrower each of the Borrowers in accordance with their its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other laws similar law affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.generally; (b) As Each of the date hereof after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers set forth contained in the Credit Agreement, Agreement (treating this Amendment as amended hereby, are a Credit Document for purposes thereof) is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, hereof as if made on the date hereof except to the extent any such representation or warranty is stated to representations and warranties specifically relate solely to an earlier date, in which case such representation or warranty representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such earlier date; and (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Representations and Warranties of the Borrowers. Each Borrower The Borrowers hereby represents represent and warrants warrant as follows as of the closing date of this Amendmentfollows: (a) The Borrowers have the requisite corporate or other organizational power and authority to execute and deliver this Amendment and the officers of the Borrowers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrowers with respect to the provisions hereof. (b) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower the Borrowers and are enforceable against such Borrower the Borrowers in accordance with their terms, subject to applicable terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally). (bc) As of Upon the date hereof after giving effect to the terms effectiveness of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the Borrowers hereby reaffirm all representations and warranties of the Borrowers set forth made in the Credit Agreement, as and to the extent the same are not amended hereby, are true agree that all such representations and correct in all material respects on and warranties shall be deemed to have been remade as of the date hereofof delivery of this Amendment, except unless and to the extent that any such representation or and warranty is stated to relate solely to an earlier date, in which case such representation or and warranty shall have been be true and correct in all material respects on and as of such earlier date.

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows to the Administrative Agent and each Lender party hereto, on and as of the closing date of this AmendmentAmendment Effective Date: (a) This Amendment and the Amended Credit Agreement, Agreement as amended hereby, modified hereby constitute legal, valid and binding obligations of such Borrower and are Borrower, enforceable against such Borrower in accordance with their respective terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law). (b) As of the date hereof after giving effect to the terms of this Amendment, (i) no No Event of Default shall have or Default has occurred and be is continuing and (ii) the representations and warranties of the Borrowers such Borrower set forth in the Amended Credit Agreement, as amended hereby, are true and correct in all material respects on and as (or, in the case of the date hereofany representation or warranty qualified by materiality or Material Adverse Effect, in all respects), except to the extent any such representation or warranty is stated to relate solely representations and warranties specifically refer to an earlier date, date (in which case such representation or warranty representations and warranties shall have been be true and correct in all material respects on and (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date).

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Agreement, Agreement as amended hereby, modified hereby constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms, subject to applicable (i) the effects of bankruptcy, insolvency, examinership, moratorium, reorganization, moratorium fraudulent conveyance or other similar laws affecting creditors’ rights generally and subject to generally, (ii) general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Event of Default shall have or Default has occurred and be is continuing and (ii) the representations and warranties of the Borrowers such Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereofrespects, except to the extent any such representation or warranty is stated to representations and warranties expressly relate solely to an earlier date, date (in which case such representation or warranty representations and warranties shall have been be true and correct in all material respects on and as of such earlier date).

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Agreement, Agreement as amended hereby, modified hereby constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms, subject to applicable (i) the effects of bankruptcy, insolvency, examinership, moratorium, reorganization, moratorium fraudulent conveyance or other similar laws affecting creditors’ rights generally and subject to generally, (ii) general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Event of Default shall have or Default has occurred and be is continuing and (ii) the representations and warranties of the Borrowers such Borrower set forth in Article III of the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of (or in all respects if the date hereofapplicable representation or warranty is qualified by Material Adverse Effect or other materiality qualifier), except to the extent any such representation or warranty is stated to representations and warranties expressly relate solely to an earlier date, date (in which case such representation or warranty representations and warranties shall have been be true and correct in all material respects on and (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) as of such earlier date).

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Agreement, Agreement as amended hereby, modified hereby constitute legal, valid and binding obligations of such Borrower and are Borrower, enforceable against such Borrower in accordance with their respective terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law). (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Event of Default shall have or Default has occurred and be is continuing and (ii) the representations and warranties of the Borrowers such Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as (or, in the case of the date hereofany representation or warranty qualified by materiality or Material Adverse Effect, in all respects), except to the extent any such representation or warranty is stated to relate solely representations and warranties specifically refer to an earlier date, date (in which case such representation or warranty representations and warranties shall have been be true and correct in all material respects on and as of such earlier date).

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Agreement, other Loan Documents to which such Borrower is a party (any such Loan Document as amended modified hereby, ) constitute legal, valid and binding obligations of such Borrower and are Borrower, enforceable against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default shall have has occurred and be is continuing and (ii) the representations and warranties of the Borrowers set forth in the Credit Agreement, Agreement (as amended hereby, ) are true and correct in all material respects on and as of the date hereofrespects, except (1) to the extent any such representation or warranty is stated to relate solely to an earlier date, date and (2) for changes in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier datethe Schedules to the Credit Agreement reflecting transactions after the Effective Date permitted by the Credit Agreement.

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendmentthat: (a) This The execution, delivery and performance by such Borrower of this Amendment have been duly authorized by all necessary corporate proceedings and the Credit Agreement, as amended hereby, constitute that this Amendment is a legal, valid and binding obligations obligation of such Borrower and are enforceable against such Borrower in accordance with their its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other laws similar law affecting creditors’ ' rights generally and subject to by general principles of equity, regardless of whether considered in a proceeding in equity or at law.; (b) As Each of the date hereof after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers set forth such Borrower contained in the Credit Agreement, as amended hereby, are Agreement is true and correct in all material respects on and as of the date hereof, hereof as if made on the date hereof except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been was true and correct in all material respects on and as of such earlier date; (c) After giving effect to this Amendment, no Default or Unmatured Default has occurred and is continuing with respect to such Borrower.

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Agreement, Agreement as amended hereby, modified hereby constitute legal, valid and binding obligations of such Borrower and are Borrower, enforceable against such Borrower in accordance with their respective terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law). (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Event of Default shall have or Default has occurred and be is continuing and (ii) the representations and warranties of the Borrowers such Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as (or, in the case of the date hereofany representation or warranty qualified by materiality or Material Adverse Effect, in all respects), except to the extent any such representation or warranty is stated to relate solely representations and warranties specifically refer to an earlier date, date (in which case such representation or warranty representations and warranties shall have been be true and correct in all material respects on and (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date).

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendment:follows: THE CHEFS’ WAREHOUSE, INC. 10-K (a) This Amendment and the Credit Agreement, Agreement as amended hereby, hereby constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) As of the date hereof hereof, after giving effect to the terms of this Amendment, (i) no Default shall have has occurred and be is continuing and (ii) the representations and warranties of the Borrowers Loan Parties set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof, except to the extent (provided that any such representation representations or warranty is stated to relate solely to an earlier date, in which case such representation warranties qualified by materiality or warranty shall have been Material Adverse Effect are true and correct in all material respects on respects), 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 only as of such earlier specified date.

Representations and Warranties of the Borrowers. Each Borrower of the Borrowers (other than the Departing UK Borrowers) hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Agreement, Agreement as amended hereby, modified hereby constitute legal, valid and binding obligations of such Borrower and are Borrower, enforceable against such Borrower in accordance with their terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law). (b) As of the date hereof after and giving effect to the terms of this Amendment, (i) no Default shall have or Event of Default has occurred and be is continuing and (ii) the representations and warranties of the Borrowers such Borrower set forth in Article III of the Credit Agreement, Agreement (as amended hereby, ) are true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent any that such representation or warranty is stated to relate solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty they shall have been be true and correct in all material respects on and as of such earlier date.

Representations and Warranties of the Borrowers. Each Borrower hereby represents The Borrowers represent and warrants as follows as of the closing date of this Amendmentwarrant that: (a) This The execution, delivery and performance by the Borrowers of this First Amendment have been duly authorized by all necessary corporate action and the Credit Agreement, as amended hereby, constitute this First Amendment is a legal, valid and binding obligations obligation of such Borrower and are the Borrowers enforceable against such Borrower the Borrowers in accordance with their its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other laws similar law affecting creditors’ rights generally and subject to (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law.; (b) As Each of the date hereof after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers set forth contained in the Credit Agreement, as amended hereby, are Agreement is true and correct in all material respects on and as of the date hereof, hereof as if made on the date hereof (except to the extent any such representation or warranty that expressly relates to or is stated to relate solely to an made expressly as of a specific earlier date, in which case such representation or warranty shall have been be true and correct in all material respects on and with respect to or as of such specific earlier date); and (c) After giving effect to this First Amendment, no Default has occurred and is continuing.

Representations and Warranties of the Borrowers. Each of the Borrowers and the New Subsidiary Borrower hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Amended Credit Agreement, as amended hereby, Agreement constitute legal, valid and binding obligations of such Borrower and are or New Subsidiary Borrower, as applicable, enforceable against such Borrower in accordance with their terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law). (b) As of the date hereof after and giving effect to the terms of this AmendmentAmendment and the Transactions to occur on the date hereof, (i) after giving effect to the waiver in Section 4 above, no Default shall have or Event of Default has occurred and be is continuing or would result therefrom and (ii) the representations and warranties of the Borrowers such Borrower or New Subsidiary Borrower, as applicable, set forth in Article III of the Amended Credit Agreement, as amended hereby, Agreement are true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent any that such representation or warranty is stated to relate solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty they shall have been be true and correct in all material respects on and as of such earlier date.

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this AmendmentWaiver: (a) This Amendment Waiver and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) As of the date hereof after giving effect to the terms of this AmendmentWaiver, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this AmendmentEACH BORROWER HEREBY REPRESENTS AND WARRANTS AS FOLLOWS AS OF THE CLOSING DATE OF THIS AMENDMENT: (a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) As of the date hereof after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

Representations and Warranties of the Borrowers. Each Borrower for itself hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Agreement, Agreement as amended hereby, by this Amendment (the “Amended Credit Agreement”) constitute the legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) As of the date hereof after and giving effect to the terms of this Amendment, (i) no Default shall have or Event of Default has occurred and be is continuing and (ii) the representations and warranties of the Borrowers set forth in the Amended Credit Agreement, as amended hereby, Agreement are true and correct in all material respects on (provided that any representation or warranty qualified by materiality or Material Adverse Effect is true and as of the date hereof, correct in all respects) (except to the extent any such representation or warranty is stated to relate solely expressly relates to an earlier date, in which case such representation or warranty shall have been is true and correct in all material respects on and as of such earlier date).

Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendmentfollows: (a) This Amendment and the Credit Agreement, Agreement as amended hereby, modified hereby constitute legal, valid and binding obligations of such Borrower and are Borrower, enforceable against such Borrower in accordance with their terms, subject except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law). (b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default shall have or Event of Default has occurred and be is continuing and (ii) the representations and warranties of the Borrowers set forth in the Credit Agreement, as amended hereby, Agreement are true and correct in all material respects on and as of the date hereofrespects, except to the extent any such representation or warranty is stated to relate solely representations and warranties are expressly limited to an earlier date, in which case case, such representation or warranty shall have been representations and warranties continue to be true and correct in all material respects on and as of such specified earlier date; provided, that the materiality qualifier set forth in this paragraph (ii) shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.