In order to induce the Tranche C Term Lenders party hereto, the Existing Term Lenders with Exchanged Term Loans, the Existing Administrative Agent, the Existing Collateral Agent, the New Administrative Agent and the New Collateral Agent to enter into this Seventh Amendment, the Borrower represents and warrants to each of such Lenders and the Administrative Agent that on and as of the date hereof, after giving effect to this Seventh Amendment, ( i ) no Default or Event of Default exists as of the Seventh Amendment Effective Date; ( ii ) the representations and warranties of each Loan Party contained in Section 5 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; ( iii ) the execution, delivery and performance of this Seventh Amendment has been duly authorized by all necessary corporate or limited liability company action on the part of the Borrower, has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and ( iv ) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict with ( A ) any Organizational Document of the Borrower or ( B ) any Requirement of Law applicable to the Borrower or result in a breach of any provision of any Contractual Obligation of the Borrower, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect.