The Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate, dated the Restatement Effective Date, of a responsible officer of the Company confirming as of the Restatement Effective Date # the accuracy of all representations and warranties in the Loan Documents and # that there exists no Default, in each such case after giving effect to the Transactions that are to occur on the Restatement Effective Date.

The Administrative Agent shall have received, with a counterpart or copy for each Lender,received a certificate, dated the Restatement Effective Date, of a responsible officer of the Company confirming as of the Restatement Effective Date # the accuracy of all representations and warranties of the Loan Parties in the Loan Documents and # that there exists no Default, in each such case after giving effect to the Transactions that are to occur on the Restatement Effective Date.

The Administrative Agent shall have received, with a counterpart or copy for each Lender,received a certificate, dated the RestatementEffective Date and signed by a Responsible Officer of the Borrower, confirming that # on the Effective Date, of a responsible officerno Default shall have occurred and is continuing and # the representations and warranties of the Company confirmingBorrower set forth in [Article III] are true and correct in all material respects on and as of the Restatement Effective Date # the accuracyas if made on and as of all representations and warrantiessuch date, except in the Loan Documentscase of any such representation and #warranty that there exists no Default,expressly relates to a prior date, in each suchwhich case after giving effect to the Transactionseffect that are to occursuch representation and warranty is true and correct in all material respects on the Restatement Effective Date.and as of such prior date.

The Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate, dated the Restatement Effective Date, of a responsible officerrepresentations and warranties of the Company confirmingLoan Parties set forth in the Loan Documents shall be true and correct in all material respects as of the Restatement Effective Date # the accuracy of all representations and warranties in the Loan Documents and # that there exists no Default, in each such case after giving effect(except to the Transactions that areextent any representation and warranty expressly relates to occur onan earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), no Unmatured Default or Default shall have occurred and be continuing as of the Restatement Effective Date.Date, and the Administrative Agent shall have received a certificate, dated as of the Restatement Effective Date and signed by the president, a vice president or a financial officer of the Company, confirming the foregoing.