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Representations and Warranties. Each representation and warranty contained in the Loan Documents is hereby reaffirmed as of the date hereof. The Borrowers hereby represent, warrant and certify to Lenders that no Event of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing under any of the Loan Documents or the Loan, and that Borrowers have no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents.

Representations and Warranties. Each representation and warranty contained in the Loan Documents isSECTION # Representations. Borrowers hereby reaffirmedrepresent to Lender that as of the date hereof. The Borrowers hereby represent, warranthereof, the Relevant Parties are in full compliance with all of the terms and certify to Lenders thatconditions of the Loan Agreement and each other Loan Document and no Default or Event of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing under any of the Loan Documents or the Loan, and that Borrowers have no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents. Document.

Section # Representations and Warranties. Each representationThe Borrower hereby represents and warranty containedwarrants to the Lenders and the Administrative Agent that the representations and warranties set forth in [Article 6] of the Loan Documents is hereby reaffirmedCredit Agreement, are true and correct on and as of the date hereof. The Borrowers hereby represent, warranthereof (except for any representation or warranty which was expressly limited to an earlier date, in which case such representation and certify to Lenderswarranty shall be true and correct on and as of such date), and that no Event of DefaultDefault, or any condition or event that, with notice or lapse of time or both, would constitute an Event ofPotential Default, has occurred andor is continuing under anyor exists on or as of the Loan Documents or the Loan, and that Borrowers have no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents. date hereof.

Representations and Warranties. Each representationThe representations and warrantywarranties contained in each Loan Document to which Borrower is a party (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the Loan Documents is hereby reaffirmeddate hereof) are correct on and as of the date hereof. The Borrowers hereby represent, warranthereof as though made on and certify to Lenders that no Event of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing under anyas of the Loan Documents or the Loan, and that Borrowers have no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents. date hereof.

Representations and Warranties. Each representationAfter giving effect to the amendments set forth herein, Borrower hereby certifies that # each of the representations and warranty containedwarranties set forth in the Credit Agreement, the Revolving Note and the other Loan Documents is hereby reaffirmedtrue and correct in all material respects as of the date hereof. The Borrowers hereby represent, warranthereof as if fully set forth herein (except for any representation and certify to Lenders thatwarranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date), # no Event of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing under anyas of the Loan Documents ordate hereof and # the Loan,execution, delivery, and that Borrowersperformance of this Amendment have no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents. been authorized by all requisite corporate action.

Representations and Warranties. Each representationWarranties; Compliance with Conditions. The representations and warrantywarranties of the Borrowers and the Guarantors contained in this Agreement and the other Loan Documents is hereby reaffirmedshall be true and correct in all material respects on and as of the date hereof. The Borrowers hereby represent, warrantClosing Date with the same effect as if made on and certify to Lenders thatas of such date, and no Default or Event of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, hasshall have occurred and is continuing under any of the Loan Documents or the Loan,be continuing; and that Borrowers have no offsets or claims against any Lender arising under, related to, or connectedeach Borrower shall be in compliance in all material respects with the Loan, the Creditall terms and conditions set forth in this Agreement or any of theand in each other Loan Documents. Document on its part to be observed or performed.

RepresentationsBorrower hereby represents and Warranties. Each representation and warranty contained in the Loan Documents is hereby reaffirmedwarrants that, as of the date hereof. The Borrowers hereby represent, warrant and certify to Lenders thatEffective Date, there is no Event of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurredthe representations and is continuing under anywarranties contained in Article V of the Loan Documents or the Loan,Credit Agreement are true and that Borrowers havecorrect in all material respects as of such date and Borrower has no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents. Lenders.

Representations and Warranties. Each representationWarranties; No Event of Default. The representations and warranty containedwarranties herein, in Section 9 of the Credit Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan DocumentsParties to the Agent or any Lender pursuant to the Credit Agreement or any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (unless any such representation or warranty is hereby reaffirmedby its terms qualified by concepts of materiality, in which case that representation or warranty is true and correct in all respects after giving effect to any such materiality qualifier) with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case that representation or warranty is true and correct in all material respects or in all respects, as applicable, as of the date hereof. The Borrowers hereby represent, warrantthat earlier date); and certify to Lenders that no Default or Event of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing under anyas of the Loan DocumentsAmendment Effective Date or the Loan, and that Borrowers have no offsets or claims against any Lender arising under, related to, or connectedwould result from this Amendment becoming effective in accordance with the Loan, the Credit Agreement or any of the other Loan Documents. its terms.

RepresentationsBorrower hereby represents and Warranties. Each representation and warranty contained in the Loan Documents is hereby reaffirmedwarrants that, as of the date hereof. The Borrowers hereby represent, warrant and certify to Lenders thatEffective Date, there is no Event of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurredthe representations and is continuing under anywarranties contained in Article V of the Loan Documents or the Loan,Credit Agreement are true and that Borrowers havecorrect in all material respects as of such date and Borrower has no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents. Lenders.

RepresentationsaRepresentations and Warranties. Each representationThe representations and warranty containedwarranties of the Borrower set forth in the Loan Documents is hereby reaffirmedare and will be true and correct with the same effect as though made on and as of the date hereof. The Borrowers hereby represent, warranthereof except to the extent such representations and certifywarranties specifically relate to Lenders that no Eventan earlier date, in which case such representations and warranties shall have been true and correct on and as of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing under any of the Loan Documents or the Loan, and that Borrowers have no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents. such earlier date.

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