(mm) Section 14.1.2 of the Credit Agreement is hereby amended to delete (including, without limitation, the Agreement Among Lenders) and the Agreement Among Lenders,.
(nn) Exhibit B to the Credit Agreement is hereby amended, restated and replaced in the form attached hereto as Annex I.
(oo) Schedule 1.1(a) of the Credit Agreement is hereby amended, restated and replaced in the form attached hereto as Annex II.
Section 2.02 Notwithstanding anything in the Credit Agreement to the contrary, the parties acknowledge and agree that, effective as of the Amendment Effective Date:
(a) the Agreement Among Lenders shall be terminated and shall be of no further force and effect; and
(b) all Tranche A-1 Loans and all Tranche B-1 Loans have been repaid in full (and cannot be reborrowed) and the Commitments to provide Tranche A-1 Loans and Tranche B-1 Loans have been terminated;
(c) as of the date hereof, there are no Secured Bank Product Obligations or ABL Hedging Obligations (as defined in the Intercreditor Agreement) outstanding.
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower and each Guarantor represents and warrants to the Administrative Agent and each Lender that, on and as of the Amendment Effective Date:
(a) The execution, delivery and performance by the Borrower or such Guarantor, respectively, of this Amendment have been duly authorized by all necessary limited liability company or corporate and, if required, member, or shareholder action, and do not and will not violate the Organizational Documents of the Borrower or such Guarantor, respectively.
(b) This Amendment has been duly executed and delivered by the Borrower and such Guarantor, respectively, constitutes a legal, valid and binding obligation of the Borrower and such Guarantor, respectively, enforceable in accordance with its 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.
(c) the representations and warranties of the Obligors contained in the Credit Agreement (other than Section 9.1.7(b) or 9.1.7(c) of the Credit Agreement) are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Amendment Effective Date, except that any representation and warranty which by its terms is made as of a specified date shall be true and correct only as of such specified date; provided that, notwithstanding the foregoing, the Obligors make no representation and warranty with respect to Section 9.1.17 solely insofar as such representations and warranties relate to the Borrowers anticipated failure to make an interest payment on its 5.000% Senior Notes due 2021 in the amount of $11,250,000 due on March 1, 2020 and any cross-defaults related thereto.