“Specified Representations” means the representations and warranties of each of the Borrowers and the other Loan Parties set forth in the following sections of this Agreement:

an Officer’s Certificate to the effect that the representations and warranties of the Loan Parties contained in [Article IV] of this Agreement and the other representations and warranties contained in the Loan Documents shall be true, in all material respects, on and as of the date of such Borrowing or Swing Borrowing (except to the extent that any such representations and warranties speak as to a specific date, in which case such representations and warranties shall be true in all material respects as of such date);

REPRESENTATIONS AND WARRANTIES. The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and the Lenders that:

Location of Loan Parties. Each Loan Party's chief executive office is located at the address specified on [Schedule 4.5] with respect to such Loan Party. Until written notice is given to [[Organization B:Organization]] by any Loan Party of any other office at which such Loan Party keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

that the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality or reference to Material Adverse Effect in the text thereof, that such

Survival of Warranties and Representations: The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

Each of the parties represents and warrants to the other party that: # such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; # this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; # this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; and # there is currently no pending or outstanding litigation between the [[Icahn Group:Organization]] and the Company or Affiliates thereof.

SECTION # Representations and Warranties. To induce Agent and Lenders to enter into this Amendment, the Loan Parties hereby confirm, as of the date hereof, # that the representations and warranties made by them in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date); and

Representations of the Parties. Each party hereby represents and warrants to the others that:

Each Party, severally and not jointly, represents and warrants that, as of the Effective Date (as defined below):