Owner has the right, authority and legal capacity to grant the rights granted to Producer herein; and

Representation and Warranties. To induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

Representation and Warranties. The representations and warranties of each Purchaser shall be true and correct as of the date when made and on the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser on or prior to the Closing Date.

Representation and Warranties. To induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

UCC Representation and Warranties. The Seller’s exact legal name is, and for the immediately preceding five years has been, “[[Seller:Organization]]” Seller is, and for the prior ten years has been, incorporated in the State of Delaware.

Employee Representation and Warranties. Employee represents that Employee does not have any contractual or other obligations that would conflict with employment by the Company. In particular, Employee represents that Employee is not bound by any agreement, understanding, or other obligation with or to any person or entity (including, without limitation, any non-competition agreement) that prohibits Employee from accepting or continuing employment by the Company and fully performing all duties for the Company. In addition, Employee acknowledges and agrees to the following:

REPRESENTATION AND WARRANTIES. Guarantor hereby represents and warrants that # Guarantor has goods and net worth that are sufficient to enable Guarantor to promptly perform all of the Guaranteed Obligations as and when they are due; # the Sublessor has made no representation to Guarantor as to the creditworthiness or financial condition of Sublessee; # Guarantor has full power to execute, deliver and carry out the terms and provisions of this Guaranty and has taken all necessary action to authorize the execution, delivery and performance of this Guaranty; # Guarantor’s execution and delivery of, and the performance of its obligations under, this Guaranty does not conflict with or violate any of Guarantor’s organizational documents, or any contract, agreement or decree which Guarantor is a party to or which is binding on Guarantor; # the individual executing this Guaranty on behalf of Guarantor has the authority to bind Guarantor to the terms and conditions of this Guaranty; # Guarantor has been represented by counsel of its choice in connection with this Guaranty; # this Guaranty when executed and delivered shall constitute the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms; # there is no action, suit, or proceeding pending or, to the knowledge of Guarantor, threatened against Guarantor before or by any governmental authority which questions the validity or enforceability of, or Guarantor’s ability to perform under, this Guaranty; # no authorization, approval, consent or permission (governmental or otherwise) of any court, agency, commission or other authority or entity is required for the due execution, delivery, performance or observance by Guarantor of this Guaranty or for the payment of any sums hereunder; # if, due to a change in law or otherwise, any such authorization, approval, consent, filing or permission shall be required in the future in order to permit or effect performance of the obligations of Guarantor under this Guaranty, Guarantor shall obtain such authorization, approval, consent, filing or permission; # since the date of the financial statements certifying Guarantor’s financial condition provided to Sublessor in connection with this Guaranty, there has been no sale, lease, assignment or transfer of any material portion of Guarantor’s assets, other than for fair consideration and in the ordinary course of business, consistent with past practice; and # Guarantor is in compliance with the requirements of all applicable laws, rules, regulations, ordinances and orders applicable to Guarantor where noncompliance would affect the ability of Guarantor to perform its obligations under this Guaranty or result in a material adverse change in the business or condition, financial or otherwise, or results of operation or prospects of Guarantor.

Representation and Warranties. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company on or prior to the Closing Date. In connection with the issuance of the Preferred Stock on the Closing Date, such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Closing Date to the foregoing effect.

Representation and Warranties. To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

Representation and Warranties. The Company Parties each hereby represent and warrant to the Consenting Lenders that as of the Effective Date (as defined below) # there exists no Lender Termination Event or Company Termination Event under [Section 5(b) or 5(c)] of the Restructuring Support Agreement other than the Alleged RSA Breach and # neither the execution, delivery or performance by the Company of this Second Amendment, nor compliance by it with the terms and provisions hereof # will contravene in any material respect with any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court of government authority or # will violate any provision of the certificate of articles of incorporation, certificate or formation, limited liability company agreement or by-laws (or equivalent constitutional, organizational and/or formation documents), as applicable, of any Company Party.