Representations and Warranties. The representations and warranties contained in this Amendment and in [Article VI] of the Financing Agreement and in each other Loan Document 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 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).

Representations and Warranties. The representations and warranties of Buyer contained herein and in any other Buyer Agreements shall be true and correct as of Closing in all material respects;

Representations and Warranties. The Borrower represents and warrants that the proceeds of the Term Loan have been and shall be used by the Borrower and its Subsidiaries in accordance with Paragraph 1(g) above. The Borrower hereby further agrees that the representations and warranties contained in [Article V] of the Incorporated Agreement (the “Incorporated Representations”) as such representation or warranty is in effect on the Closing Date are hereby incorporated by reference and shall be as binding on the Borrower as if fully set forth herein. Notwithstanding the above, with respect to the Incorporated Representations, # the representations and warranties contained in [Section 5.05] of the Incorporated Agreement shall be deemed to refer to the most recent statements furnished pursuant to [Section 6.01(a)] of the Incorporated Agreement, # the references to the “Closing Date” in [[Sections 5.05(b), 5.13]3]]3] and # and 5.15 of the Incorporated Agreement shall be deemed to refer to the Closing Date hereof, and # the reference to “Form 10-K for the year ended ​ in [Section 5.13] shall be deemed to refer to the Form 10-K for the year ended ​.

Executive represents and warrants that Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement and that Executive’s execution and performance of this Agreement will not violate or breach any other agreements between the Executive and any other person or entity.

Representations and Warranties. Each of the representations and warranties made by the Company in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent such representations and warranties relate to an earlier date (including those set forth in [[Sections 4.2, 4.6, 4.7, 4.8 and 4.12]2]2]2]2]]2]2]2]2]), in which case, such representations and warranties shall have been true and correct in all material respects as of such earlier date).

The Guarantor hereby makes all of the representations and warranties expressly applicable to the Guarantor set forth in [Section 2] of the ​ Credit Agreement as if they were set forth in this Guaranty with necessary logical changes.

. The Loan Parties, jointly and severally, represent and warrant to the ​ and the Lenders that:

Representations and Warranties. Any representation, warranty or certification made or deemed made by or on behalf of the ​, the ​ or any other ​ herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

Representations and Warranties. Immediately after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement are true, complete and accurate in all respects as of the date hereof, except for representations and warranties which relate exclusively to an earlier date, which shall be true and correct in all respects as of such earlier date.

Each Seller and the Centralising Unit represents and warrants to the Purchaser that, at the date hereof: