Seller Representations and Warranties. The Seller hereby represents and warrants that # the representations and warranties in [Article 15] of the Repurchase Agreement and in the other Repurchase Documents are true and correct in all material respects with the same force and effect on and as of the date hereof as though made as of the date hereof, and # after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Seller Representations. Without derogating from any representations, warranties or covenants of the Seller hereinabove, Purchaser, in making its decision to purchase the Proprietary Information, has neither conducted independent due diligence inquiries nor ask questions of, and receive answers from, Seller and its representatives concerning the Proprietary Information sufficient to enable it to evaluate the transaction contemplated under the Agreement, and that it is relying solely upon any examination or inquiry performed by the Seller. Nothing set forth in this Section 5 shall be deemed to detract from or otherwise prejudice Purchaser’s reliance on the Seller’ representations and warranties set forth in this Agreement. Further, neither any inquiries nor any other investigation conducted by or on behalf of Purchaser or its representatives or counsel, if any, shall modify, amend or affect Purchaser’s right to rely on the truth, accuracy and completeness of the Seller’ representations and warranties contained in this Agreement.

Representations and Warranties of Seller. Seller hereby warrants and represents:

Representations and Warranties of Seller. Seller hereby represents and warrants, from the Closing Date, to Buyer, that the statements in the following paragraphs of this Section 6 are all true and complete as of the Execution Date and the Closing Date:

On the date hereof and on the Closing Date, Seller makes the following representations and warranties.

Except as disclosed in the Disclosure Schedule (subject to [Section 10.14]), the Seller represents and warrants to and for the benefit of the Purchaser as follows:

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER;

LIMITATION ON SELLER’S REPRESENTATIONS AND WARRANTIES

Schedule #

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS PART 1

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER

any misrepresentation in or breach or inaccuracy of # such Seller’s Individual Seller Fundamental Representations; # Company Fundamental Representations, # the representations and warranties of such Seller (other than such Seller’s Individual Seller Fundamental Representations) set forth in this Agreement, or # the representations and warranties of the Company (other than the Company Fundamental Representations) set forth in this Agreement or any Ancillary Document;

SECTION # Exclusive Representations and Warranties. Except for the representations and warranties contained in this Article 3, neither Seller nor any other Person on Seller’s behalf makes any express or implied representation or warranty with respect to Seller, the Acquired Assets, the Assumed Liabilities, the Facility or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties and any reliance thereon, whether made by Seller or any other Person.