Representations and Warranties. (a) Each of the parties hereto hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles, # each of the Credit Parties hereby represents and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist and # each of the Credit Parties hereby represents and warrants that the representations and warranties set forth in the Credit Agreement and in the other Loan Documents to which such Credit Party is a party are true and correct in all material respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent of changes in facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or a Potential Default or to the extent such representations and warranties relate to an earlier or other specific date).

Representations and Warranties. (a) Each of the parties hereto hereby represents and warrants thatWarranties in Credit Agreement. After giving effect to this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles, # each of the Credit Parties hereby represents and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist and # each of the Credit Parties hereby represents and warrants thatAmendment, the representations and warranties set forth in Article V of the Credit Agreement and in the other Loan Documents to which such Credit Party is a party are true and correct in all material respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent# of changes in facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or a Potential Default under the Credit Agreement or to the extentany other Credit Document and # that such representations and warranties relatespecifically refer to an earlier or other specificdate, in which case they shall be true and correct in all material respects as of such earlier date).

Representations and Warranties. (a) Each of the parties hereto hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles, # each of the Credit Parties hereby represents and warrants that upon the Effective Date, no Potential Default orWarranties; No Event of Default shall exist and # each of the Credit Parties hereby represents and warrants that theDefault. The representations and warranties set forthherein, in Section 9 of the Credit Agreement and in theeach other Loan DocumentsDocument, certificate or other writing delivered by or on behalf of the Loan Parties to which suchthe Agent or any Lender pursuant to the Credit Party is a partyAgreement or any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects on(unless any such representation or warranty is by its terms qualified by concepts of materiality, in which case that representation or warranty is true and as of the Effective Datecorrect in all respects after giving effect to any such materiality qualifier) with the same force and effect as if then made on and as of the Effective Date (except to the extent that such representations and warranties expresslystated to relate to ana specific earlier datedate, in which case that representation or warranty is true and except to the extentcorrect in all material respects or in all respects, as applicable, as of changes in factsthat earlier date); and no Default or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default has occurred and is continuing as of the Amendment Effective Date or a Potential Default or to the extent such representations and warranties relate to an earlier or other specific date).would result from this Amendment becoming effective in accordance with its terms.

Representations and Warranties. (a) Each of the parties hereto herebyBorrower and each Guarantor represents and warrants that # it has the corporate or other equivalent power and authority to make, deliver and perform this Amendment, # it has taken all necessary corporate or other equivalent action to authorize the execution, delivery and performance of this Amendment, # this Amendment has been duly executed and delivered on behalf of such Person, # this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as enforceability may be limited by Debtor Relief Lawsapplicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles,principles (whether enforcement is sought by proceedings in equity or at law), # each of the Credit Parties hereby represents and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist and # each of the Credit Parties hereby represents and warrants that the representations and warranties set forth in the Credit Agreement and in the other Loan Documents to whichmade by such Credit Party in or pursuant to the Loan Documents is true and correct in all material respects (except to the extent that such representation and warranty is subject to a partymateriality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects onas of such earlier date and # no Default or Event of Default has occurred and is continuing as of the Effective Date withdate hereof or would result after giving effect to this Amendment and the same force and effect as if made on and as of the Effective Date (except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent of changes in facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or a Potential Default or to the extent such representations and warranties relate to an earlier or other specific date).transactions contemplated hereby.

Representations and Warranties. (a) EachAs of the parties hereto hereby representsdate hereof and warrants thatafter giving effect to the terms of this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles,Amendment, # each of the Credit Parties hereby representsrepresentation and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist and #warranty by each of the Credit Parties hereby represents and warrants that the representations and warrantiesBorrower set forth in the Credit Agreement (as amended hereby) and in the other Loan Documents to which such Credit PartyBorrower is a party areis true and correct in all material respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (exceptrespects, except to the extent that such representations and warrantiesrepresentation or warranty expressly relaterelates to an earlier date (in which case such representation and except to the extentwarranty shall be true and correct as of changes in facts or circumstances that have been disclosed to the Lenders in writingsuch earlier date) and do not constitute an Event of# no Default or a PotentialUnmatured Default or toexists under the extent such representations and warranties relate to an earlier or other specific date)terms of the Credit Agreement (as amended hereby).

Representations and Warranties. (a) Each of the parties heretoThe 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 such Person,the Borrower, enforceable against it in accordance with its terms, exceptsubject 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 limited by Debtor Relief Laws and equitable principles, # each of the Credit Parties hereby represents and warrants that upon the Effective Date,date hereof, no Potential Default or Event of Default shall existhas occurred and # each of the Credit Parties hereby representsis continuing and warrants that# the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents to which such Credit Party is a party 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 Effective Datedate hereof, with the same force and effect as ifthough made on and as of the Effective Date (exceptdate hereof, except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent of changesdate, in facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or a Potential Default or to the extentwhich case such representations and warranties relate to anwere true and correct in all material respects as of such earlier or other specific date).date.

Representations and Warranties. (a) EachAs of the parties hereto hereby representsdate hereof and warrants thatafter giving effect to the terms of this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles,Amendment, # each of the Credit Parties hereby representsrepresentation and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist and #warranty by each of the Credit Parties hereby represents and warrants that the representations and warrantiesBorrower set forth in the Credit Agreement (as amended hereby) and in the other Loan Documents to which such Credit PartyBorrower is a party areis true and correct in all material respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (exceptrespects, except to the extent that such representations and warrantiesrepresentation or warranty expressly relaterelates to an earlier date (in which case such representation and except to the extentwarranty shall be true and correct as of changes in facts or circumstances that have been disclosed to the Lenders in writingsuch earlier date) and do not constitute an Event of# no Default or a PotentialUnmatured Default or toexists under the extent such representations and warranties relate to an earlier or other specific date)terms of the Credit Agreement (as amended hereby).

Representations and Warranties. (a) Each of the parties hereto hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles, # each of the Credit Parties hereby represents and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist and # each of the Credit Parties hereby represents and warrants that the representations and warranties of each Credit Party set forth in the Credit Agreement and in theeach other Loan DocumentsDocument to which such Credit Partyit is a party are true and correct in all material respects on and as of the Amendment Effective Date with the same force and effect as ifthough made on and as of the Effective Date (exceptsuch date, except to the extent that such representations and warranties expressly relate to an earlier datedate, in which case they shall be true and exceptcorrect in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to the extent of changes“materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or a Potential Default or to the extentall respects on such representations and warranties relate to an earlier or other specific date).respective dates;

RepresentationsSECTION #Representations and Warranties. (a) Each of the parties hereto herebyThe Borrower represents and warrants that # this Amendment constitutes aand 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 obligation of such Person,obligations, enforceable against it in accordance with itstheir terms, except as limited by Debtor Relief Laws# after giving effect to this Amendment and equitable principles, # each of the Credit Parties hereby represents and warrants that upon the Effective Date,Waiver, no Potential Default or Event of Default shall existwill exist; and # each of the Credit Parties hereby represents and warrants that the representations and warranties set forthcontained in the Credit Agreementthis Amendment and Waiver and in the Loan Documents, other Loan Documents to which such Credit Party isthan those expressly made as of a partyspecific date, are true and correct in all material respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent of changes in facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or a Potential Default or to the extent such representations and warranties relate to an earlier or other specific date).hereof.

Representations and Warranties. (a) Each ofAfter giving effect to the parties heretoamendments set forth herein, Borrower hereby represents and warrantscertifies that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles, # each of the Credit Parties hereby represents and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist and # each of the Credit Parties hereby represents and warrants that the representations and warranties set forth in the Credit AgreementAgreement, the Revolving Note and in the other Loan Documents to which such Credit Party is a party are true and correct in all material respects on and as of the Effective Date with the same force and effectdate hereof as if fully set forth herein (except for any representation and warranty made onas 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 Effective Date (except todate hereof and # the extent that such representationsexecution, delivery, and warranties expressly relate to an earlier date and except to the extentperformance of changes in facts or circumstances thatthis Amendment have been disclosed to the Lenders in writing and do not constitute an Event of Default or a Potential Default or to the extent such representations and warranties relate to an earlier or other specific date).authorized by all requisite corporate action.