Representations of the Borrower. The Borrower represents and warrants that after giving effect to this Letter Amendment, on and as of the date hereof, # the representations and warranties of the Borrower set forth in Article IV of the Credit Agreement are true and # no Default has occurred and is continuing.

SECTION # Representations of Borrower. The Borrower represents and warrants that # the representations and warranties of the Borrower set forth in [Article 3] of the Credit Agreement (including after giving effect to this Amendment) are true on and as of the Amendment Effectiveness Date and # no Default has occurred and is continuing on and as of the Amendment Effectiveness Date.

Section # Representations of the Borrower. The Borrower hereby represents and warrants to the parties hereto that as of the date hereof its representations and warranties contained in Article IV of the Credit Agreement and any other Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof and after giving effect to this Amendment (except to the extent that such representations and warranties relate solely to an earlier date, and then are true and correct as of such earlier date).

SECTION # Representations of the Borrower. The Borrower represents and warrants that as of the Amendment No. 1 Closing Date, after giving effect to this Agreement, # no Default has occurred and is continuing and # the representations and warranties of the Borrower set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects; provided, that to the extent that any such representation or warranty specifically refers to an earlier date such representation or warranty was true in all material respects as of such earlier date; provided, further, that any such representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective date.

SECTION #Representations and Warranties. The Borrower represents and warrants that # this Amendment and Waiver has been duly authorized, executed and delivered by it and this Amendment and Waiver and the Credit Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their terms, # after giving effect to this Amendment and Waiver, no Default or Event of Default will exist; and # the representations and warranties contained in this Amendment and Waiver and in the Loan Documents, other than those expressly made as of a specific date, are true and correct in all material respects as if made on the date hereof.

Representations and Warranties in the Credit Agreement. The Borrower confirms that as of the Amendment Effective Date, # the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and # no Default or Event of Default has occurred and is continuing.

Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # this Amendment is within its corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of the Borrower, # this Amendment has been duly executed and delivered by the Borrower, # each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, 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, # as of the date hereof, no Default or Event of Default has occurred and is continuing and # the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.

Representations and Warranties. After giving effect to the amendments set forth herein, Borrower hereby certifies that # each of the representations and warranties set forth in the Credit Agreement, the Revolving Note and the other Loan Documents is true and correct in all material respects as of the date hereof as if fully set forth herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date), # no Event of Default has occurred and is continuing as of the date hereof and # the execution, delivery, and performance of this Amendment have been authorized by all requisite corporate action.

Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

SECTION #Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent that # the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith by the Borrower have been authorized by all requisite organizational action on the part of the Borrower and will not violate the organizational or governing documents of the Borrower; # before and after giving effect to this Amendment, the representations and warranties contained in Article VI of the Amended Credit Agreement and in the other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date, and for the purposes of this Amendment, the representations and warranties contained in subsections [(a) and (b) of Section 6.2] of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1 of the Amended Credit Agreement; # no Default or Event of Default under the Amended Credit Agreement has occurred and is continuing; # the Borrower is in compliance with all covenants and agreements contained in the Amended Credit Agreement and the other Loan Documents, as applicable, as amended hereby; and # the Borrower has not amended its organizational or governing documents since the date of execution of the Existing Credit Agreement other than as has been previously disclosed and delivered to the Administrative Agent.