Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) except as set forth in Section 3.1 hereof, all of the representations and warranties in the Credit Agreement are true, correct, and complete in all material respects, in each case as of the date hereof as though made on and as of such date, except (i) for changes permitted by the terms of the Credit Agreement and (ii) to the extent that any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date, (b) there will exist no Default or Event of Default under the Credit Amendment as amended by this Amendment on such date except for the Existing Events of Default, (c) Borrower and each Credit Party is entering into this Amendment freely and voluntarily with the advice of legal counsel of its own choosing, (d) Borrower and each Credit Party has freely and voluntarily agreed to the undertakings set forth in this Amendment, and (e) the terms and conditions of this Amendment do not pose a material hardship on Borrower or such Credit Party.