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.

Warranties and Representations of Seller. Seller warrants and represents to Buyer as follows:

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

Representations and Warranties of Seller. Seller represents, warrants and covenants to Buyer (which representations and warranties shall be true as of the Effective Date of this Agreement and as of the Closing Date, as hereinafter defined, and shall survive Closing for a period of nine (9) months) that:

Seller hereby makes the following representations and warranties and covenants:

ARTICLE #

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.