(c) the representations and warranties set forth in Section 5 hereof shall be true and correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except where such representations and warranties are qualified by materiality, Material Adverse Effect, or similar language, in which case such representation or warranty shall be true and correct in all respects after giving effect to such qualification).
SECTION 3. Fees, Costs and Expenses. Each of the Loan Parties hereby confirms its obligations to pay and reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with this Second Amendment in accordance with Section 10.04 of the Credit Agreement. The Borrower agrees to pay to the Administrative Agent, for the ratable benefit of each Lender as of the Second Amendment Effective Date, an amount equal to 0.175% of the aggregate principal amount of Term Loans of such Lender outstanding as of the Second Amendment Effective Date, which amounts shall be paid in immediately available funds, shall not be refundable and shall not be subject to reduction by way of set-off or counterclaim.
SECTION 4. Remedies. This Second Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 5. Representations and Warranties. Each of the Loan Parties party hereto represents and warrants to the Administrative Agent on and as of the Second Amendment Effective Date that, in each case:
(a) this Second Amendment has been duly authorized, executed and delivered by it and each of this Second Amendment and the Credit Agreement (as amended hereby) is the legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party, in accordance with their respective terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity;
(b) all representations and warranties made by any Loan Party contained in the Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except where such representations and warranties are qualified by materiality, Material Adverse Effect, or similar language, in which case such representation or warranty shall be true and correct in all respects after giving effect to such qualification); and
(c) no Event of Default exists as of the Second Amendment Effective Date, both immediately before and after giving effect to this Second Amendment.
SECTION 6. Reference to and Effect on the Credit Agreement and the Loan Documents.
(a) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Second Amendment.
(b) The Credit Agreement and each of the other Loan Documents, as specifically amended by this Second Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Second Amendment.
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