The Borrowers confirm that the representations and warranties contained in Article III of the Credit Agreement are (before and after giving effect to this Amendment) true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of the Second Amendment Effective Date (after giving effect to Section 1(y) herein and except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such specific date) and that no Default or Event of Default has occurred and is continuing.