Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment # the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and # no Default exists.

Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment # the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and # no Default exists.

Representations in the Credit Agreement and the Other Loan Documents. Each of the representations and warranties made by or on behalf of each Loan Party to Administrative Agent or any Lender in the Credit Agreement or any of the other Loan Documents was true and correct when made, and is, except for the Specified Defaults, true and correct on and as of the date of this Agreement with the same full force and effect as if each of such represent-ations and warranties had been made by each Loan Party on the date hereof and in this Agreement.

SECTION # Representations and Warranties. The Company represents and warrants to the Administrative Agent and the Lenders that as of the date of effectiveness of this Amendment (and after giving effect to such effectiveness): # the representations and warranties of the Company set forth in the Credit Agreement are true and correct in all material respects (except to the extent stated to 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); and # no Default or Event of Default exists.

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.

Section # Representations and Warranties. The Company hereby represents and warrants to the Administrative Agent and each Lender party hereto that # no Default or Event of Default has occurred and is continuing on and as of the Amendment No. 9 Effective Date after giving effect hereto, and # each of the representations and warranties in each of the Loan Documents is true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Amendment No. 9 Effective Date after giving effect hereto (except to the extent such representations and warranties are specifically made as of an earlier date, in which case such representations and warranties were true and correct in all material respects as of such date).

Representations and Warranties. To induce the Credit Parties to enter into this Amendment, each Loan Party represents and warrants to the Administrative Agent and the other Credit Parties that:

Section # Representations and Warranties. The Borrower hereby represents and warrants to the Lenders and the Administrative Agent that the representations and warranties set forth in [Article 6] of the Credit Agreement, are true and correct on and as of the date hereof (except for any representation or warranty which was expressly limited to an earlier date, in which case such representation and warranty shall be true and correct on and as of such date), and that no Event of Default, or Potential Default, has occurred or is continuing or exists on or as of the date hereof.

As of the date hereof and after giving effect to the terms of this Amendment, # each representation and warranty by each Borrower set forth in the Credit Agreement (as amended hereby) and in the other Loan Documents to which such Borrower is a party is true and correct in all material respects, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation and warranty shall be true and correct as of such earlier date) and # no Default or Unmatured Default exists under the terms of the Credit Agreement (as amended hereby).

As of the date hereof and after giving effect to the terms of this Amendment, # each representation and warranty by each Borrower set forth in the Credit Agreement (as amended hereby) and in the other Loan Documents to which such Borrower is a party is true and correct in all material respects, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation and warranty shall be true and correct as of such earlier date) and # no Default or Unmatured Default exists under the terms of the Credit Agreement (as amended hereby).

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 First 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.