Representations and Warranties of Loan Parties. As of the First Amendment Effective Date, each of the Loan Parties represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the [[Loan Parties:Organization]] that:

Representations and Warranties of All Parties. Each of the parties represents and warrants to the other party that, as of the date of this Agreement: # such party has all requisite power and

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

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.

Survival of Warranties and Representations: The parties agree that all warranties and representations of the parties survive for an additional three years after the termination of this Agreement by both parties.

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that:

Representations and Warranties. (a) Each of the parties hereto hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles, # each of the Credit Parties hereby represents and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist and # each of the Credit Parties hereby represents and warrants that the representations and warranties set forth in the Credit Agreement and in the other Loan Documents to which such Credit Party is a party are true and correct in all material respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent of changes in facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or a Potential Default or to the extent such representations and warranties relate to an earlier or other specific date).

REPRESENTATIONS AND WARRANTIES. [[Organization A:Organization]] represents and warrants:

The representations of the Company and the Shareholders as contained in Section 5 of this Agreement\ shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.