All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Representations and Warranties; Survival. Each Loan Party represents and warrants to the Agent and each Lender that as of the Sixth Amendment Effective Date and after giving effect to this Sixth Amendment: # each Loan Party party hereto has the power and authority to execute this Sixth Amendment and to perform its obligations under this Sixth Amendment and the Loan Documents as amended hereby, # each Loan Party has taken all necessary steps to authorize the execution, delivery and performance of this Sixth Amendment and the Loan Documents, as amended hereby, # this Sixth Amendment and the Loan Documents as amended by the Sixth Amendment constitutes the legal, valid and binding obligation of each Loan Party party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, # no Default or Event of Default shall have occurred and be continuing and # all representations and warranties contained in the Loan Documents and in this Sixth Amendment are true and correct in all material respects with the same effect as though made on and as of the date hereof (except to the extent such representations and warranties relate to a specified prior date, then as of such prior date). In addition, each such representation and warranty shall survive the execution and delivery of this Sixth Amendment, and no investigation by the Agent or any Lender shall affect the representations and warranties or the right of the Agent or any Lender to rely upon them.

Survival of Representations and Warranties. The representations and warranties of the parties set forth in this Agreement or any certificate delivered pursuant to Section 6.2 or 6.3 shall survive the Closing until the eighteen (18) month anniversary of the Closing Date, except that # the Fundamental Representations (other than the IP Representations) shall survive until sixty (60) days following the expiration of the applicable statute of limitations (including valid extensions) with respect to the matters covered by such representations and # the IP Representations shall survive until the thirty six (36) month anniversary of the Closing Date. Notwithstanding the foregoing, all representations and warranties related to any claim for indemnification asserted under this Article VIII within the relevant time period set forth in this Section 8.1 shall survive until all such claims shall have been finally resolved and payment in respect thereof, if any is required to be made, shall have been made. All covenants and agreements of the parties set forth in this Agreement, whether to be performed prior to the Closing or after the Closing, shall survive the Closing indefinitely or until the latest date permitted by Law. The representations, warranties and covenants of the parties set forth in this Agreement or any other Transaction Document, or any Schedule, agreement, certificate or other document delivered in connection herewith) shall in no event be affected by any investigation, inquiry or examination made for or on behalf of any party, or the knowledge of any party’s officers, directors, equity holders, employees, agents or representatives or the acceptance by any party of any certificate hereunder.

Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation (other than indemnification obligations and other contingent obligations in each case not then due and payable and for which no claim has been asserted) shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding (unless Cash Collateralized).

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Survival; Representations and Warranties. All representations and warranties contained in or made in connection with this Agreement and the other Loan Documents shall survive the Closing Date.

Survival of Representations and Warranties. The representations and warranties set forth in this Article 7 are made as of the date of this Agreement and are remade as of the Closing Date and shall not be deemed to be merged into or waived by the instruments of Closing, but shall survive the Closing for a period of one hundred eighty (180) days (“Survival Period”). After the Closing, in the event of any breach of any of the covenants, representations, warranties or indemnities hereunder or under any other agreement, document, certificate or instrument delivered by the parties (or affiliate thereof) which survive the Closing for any period of time (a “Post-Closing Default”), each party shall have all remedies existing under applicable law with respect to such Post-Closing Default; provided, however, in no event shall either party ever be entitled to recover from the other party # unless damages are in excess of Fifty Thousand Dollars in the aggregate ($50,000.00), nor # damages in excess of Six Hundred Thousand Dollars ($600,000.00) (the “Cap”). As security for any claims asserted by Buyer in connection with the representations, warranties, covenants, agreements, obligations or indemnities set forth this Agreement of which Buyer has notified Seller in writing on or before the last day of the Survival Period Seller hereby covenants and agrees at all times during the Survival Period (or, if Buyer delivers a notice of claim related to a Post-Closing Default (a “Claim”), then for such longer period of time until such Claim is resolved), in order to satisfy any potential liability of Seller hereunder or after Closing to # maintain the Seller entity in good standing in its state of organization and the state where the Property is located, and # remain solvent and maintain a minimum net worth and liquid assets (in the form of cash or other readily available federal funds from the net proceeds of the sale of the Property) in an amount equal to or greater than the amount of the Cap. The provisions of this Section 7.3 shall survive the Closing of the transaction contemplated by this Agreement.

Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Survival of Representations and Warranties. All representations and warranties of such Credit Party contained in this Agreement and the Other Documents to which it is a party shall be true and correct in all material respects (except 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) at the time of such Credit Party's execution of this Agreement and the Other Documents to which it is a party and true and correct in all in all material respects (except 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) as of the time of any request for an Advance (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except 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) as of such earlier date).

. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.