Representations and Warranties. The Borrower represents to the Lender on the date hereof and on the date of each Advance made to the Borrower hereunder that this Agreement has been duly and validly authorized, executed and delivered on behalf of the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and subject to the availability of equitable remedies).

The Borrower represents and warrants that this Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Representations and Warranties Reaffirmed. Each Borrower represents and warrants by this Agreement, and with each Advance request, the following matters. Each warranty and representation shall be deemed to be automatically repeated with each Advance and shall be true and correct in all material respects on the date of the making of such Advance, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and such warranties and representations shall be conclusively presumed to have been relied upon by Agent and each Lender regardless of any information possessed or any investigation made by Agent or any Lender. The warranties and representations shall be cumulative and in addition to all other warranties, representations, and agreements which Borrower shall give or cause to be given to Agent or any Lender, either now or hereafter.

Borrower represents and warrants to Lender that: # this Amendment and the documents to be executed by Borrower in connection with this Amendment have been duly authorized, executed and delivered by Borrower; # each has full power and authority to enter into this Amendment; # this Amendment and the documents executed by Borrower in connection with this Amendment constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws in effect from time to time affecting the rights of creditors generally and except as such enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or in equity); and # no Default or Event of Default exists. The representations and warranties of Borrower contained in the Loan Documents are deemed to have been made again on and as of the date of execution of this Amendment, except to the extent that such representations and warranties were expressly limited to an earlier date.

Representations and Warranties. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:

Lender represents and warrants to Borrower for itself that Lender has the full power, authority and legal right to execute, deliver and comply with this Agreement, and this Agreement constitutes the valid and legally binding obligation of Lender, enforceable against Lender in accordance with its terms.

Representations and Warranties. In order to induce the Lender to enter into this Agreement and to make the Loans hereunder, the Borrower represents and warrants that:

SECTION # Representations and Warranties. In order to induce the Agent to enter into this Agreement, each of the Borrower and the other Loan Parties represents and warrants to the Agent that # this Agreement has been duly authorized, executed and delivered by each of the Borrower and the other Loan Parties, and this Agreement constitutes a legal, valid and binding obligation of each such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in equity or at law), # after giving effect to this Agreement, the representations and warranties of the Borrower and each other Loan Party set forth in Article III of the Amended Credit Agreement and in each other Loan Document are true and correct # in the case of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects and # otherwise, in all material respects, in each case on and as of the Effective Date (as defined below), except to the extent that such representations and warranties relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date and # as of the Effective Date, after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing.