Holdings and the Borrower hereby represent and warrant to the Lender that the Note Investors executing this Consent and Amendment constitute all Note Investors who as of the date hereof hold shares of common stock of Holdings issued or issuable upon conversion of the NWPA Notes and the exercise of the NWPA Warrants. Holdings and the Borrower agree that any inaccuracy in the foregoing representation and warranty shall constitute an automatic Event of Default under the Credit Agreement.