The Loan Parties represent and warrant to the Administrative Agent and the Lenders that (a) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement are true and correct in all material respects as of the date hereof (except (i) to the extent a representation and warranty specifically refers to an earlier date and then as of such earlier date and (ii) for any representation or warranty that is qualified by materiality or Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) and (b) after giving effect to this Agreement, no event has occurred and is continuing which constitutes a Default or an Event of Default.