Representations, Warranties and Agreements. Each of the Borrower and each Guarantor represents, warrants and agrees as follows:

In addition to the representations and warranties in the Agreement and those contained elsewhere herein, [[Organization B:Organization]] represents and warrants to and for the benefit of, and agrees with, [[Organization A:Organization]] as follows:

Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:

Each party hereby agrees as follows, so long as either party has or may have any obligation under any Transaction.

Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the valid termination of this Agreement in accordance with Section 5.2.

Survival of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein shall survive the delivery of, and payment for, the securities.

Survival. The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

Entire Agreement. This Letter Agreement, including any exhibits hereto, embodies all of the representations, warranties, covenants and agreements in relation to the subject matter hereof. No other representations, warranties, covenants, understandings or agreements in relation hereto exist between the parties except as otherwise expressly provided herein.

The parties hereto have made no agreements, representations or warranties relating to the

Notwithstanding any investigation or examination conducted with respect to, or any knowledge acquired (or capable of being acquired) about, the accuracy or inaccuracy of any representation or warranty made by or on behalf of the Parties, all representations and warranties contained in this Agreement or any certificate delivered in connection herewith shall be deemed to be material and to have been relied upon by the Parties.