Warranties and Representations. Borrower and Guarantor warrant and represent to Lender as follows:

Company Representations and Warranties. The Company represents and warrants to the Subscriber that:

Representations and Warranties. The representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case, it shall be true and correct in all respects) with the same effect as if then made 1204724.01-CHISR02A - MSW

Company Representations and Warranties. The Company represents and warrants to the undersigned that:

Company Representations and Warranties. The Company represents and warrants to the Purchaser, except as and to the extent set forth in the publicly available reports, schedules, forms, statements and other documents filed by the Company with, or furnished by the Company to, the SEC (the “General Disclosure Package”) as of the date hereof and as of each closing:

Representations and Warranties. Any representation or warranty made by the Borrower or any other Loan Party herein or in any other Loan Document shall be incorrect or misleading in any material respect when made or deemed made, or any document delivered in connection herewith or in connection with any other Loan Document is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified;

Company Representations and Warranties. The Company represents and warrants that # this Agreement has been duly authorized, executed and delivered by it and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; # does not require the approval of the stockholders of the Company; and # does not and will not violate any law, any order of any court or other agency of government, the Company’s Certificate of Incorporation or Bylaws, each as may be amended from time to time, or any provision of any agreement or other instrument to which the Company or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any material lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument.

Company Representations and Warranties. The Company makes the following representations, warranties and covenants to the Investors.

Company Representations and Warranties. The Company represents and warrants to the Purchaser, except as and to the extent set forth in the publicly available reports, schedules, forms, statements and other documents filed by the Company with, or furnished by the Company to, the SEC (the “General Disclosure Package”) as of the date hereof and as of each closing:

Representations and Warranties. To induce [[Administrative Agent:Organization]] and Lenders to enter into this Amendment, Borrower and each Loan Party hereby represents and warrants to [[Administrative Agent:Organization]] and Lenders as follows: