Common use of Representations; No Default Clause in Contracts

Representations; No Default. The Borrower represents and warrants that: (a) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Notes.

Representations; No Default. The Each Borrower represents and warrants that: (a) the representation and warranties contained in Section 7 of the Loan Agreement are true and correct in all material respects, as though made on the date hereof, except to the extent such representation and warranty, by its express terms, relates solely to a prior date, and except that the representations and warranties contained in Section 7.26 of the Loan Agreement shall be true and correct in all material respects, as though made on the date of the financial statements most recently delivered to the Bank pursuant to Section 8.8(a) of the Loan Agreement; (b) such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith, ; (bc) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Unmatured Event of Default (an “Unmatured or Event of Default”), Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which the such Borrower is a party or a signatory, or any provision of the such Borrower’s Articles of Incorporation or Bylaws or, to the best of the such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, ; (cd) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the such Borrower in connection herewith or the performance of obligations of the such Borrower herein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Bank, ; (de) no events have taken place and no circumstances exist at the date hereof which would give the such Borrower grounds to assert a defense, offset or counterclaim to the obligations of the such Borrower under the Loan Agreement or any of the other Loan Documents Documents; (defined below), and (ef) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesNotes (as defined in the Loan Agreement); and (g) after giving effect to this Amendment, no Unmatured Event of Default or Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Borrower represents and warrants that: (a) the representations and warranties of the Borrower contained in Article 4 of the Loan Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (b) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (bc) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Bank, (cd) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (de) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents Documents, (defined below), and (ef) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesNote, and (g) no Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all material respects as of the date hereof as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct as of such earlier date, and (b) there will exist no Default or Event of Default on such date which has not been waived by the Banks. The Borrower represents and warrants that: (a) that the Borrower has the power and legal right and authority to enter into this the Amendment and has duly authorized as appropriate the execution and delivery of this the Amendment, and the Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein does not contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower or any of its Subsidiaries is a party or a signatory, signatory or any a provision of the Borrower’s Articles 's or any such Subsidiary's certificate of Incorporation or Bylaws incorporation, bylaws or, to the best of the Borrower’s 's knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the . The Borrower or any of its property except, if any, in favor of the Bank, (c) represents and warrants that no consent, approval or authorization of or registration or declaration with any partyPerson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this the Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described. The Borrower represents and warrants that the Amendment is the legal, except for those which valid and binding obligation of the Borrower has obtained or provided and as to which the enforceable in accordance with its terms. The Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) warrants that no events have taken place and no circumstances exist circumstance exists at the date hereof which would give the Borrower grounds or any of its Subsidiaries a basis to assert a defense, offset or counterclaim to any claim of the Agent or any Bank as to any obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior its Subsidiaries to the date of this Amendment, including, without limitation, Agent or any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesBank.

Representations; No Default. The Borrower represents and warrants that: (a) the representations and warranties of the Borrower contained in Article IV of the Loan Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (b) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (bc) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or the Revolving Note or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Bank, (cd) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (de) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement Agreement, the Revolving Note or any of the other Loan Documents Documents, (defined below), and (ef) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesRevolving Note, and (g) no Event of Default has occurred and is continuing under the Loan Agreement or the Revolving Note.

Representations; No Default. The Borrower represents and warrants that: (a) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesNote.

Representations; No Default. The Each Borrower represents and warrants that: (a) the representation and warranties contained in Section 7 of the Loan Agreement are true and correct in all material respects, as though made on the date hereof, except to the extent such representation and warranty, by its express terms, relates solely to a prior date, and except that the representations and warranties contained in Section 7.26 of the Loan Agreement shall be true and correct in all material respects, as though made on the date of the financial statements most recently delivered to the Bank pursuant to Section 8.8(a) of the Loan Agreement; (b) such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith, ; (bc) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Unmatured Event of Default (an “Unmatured or Event of Default”), Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which the such Borrower is a party or a signatory, or any provision of the such Borrower’s Articles of Incorporation or Bylaws or, to the best of the such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, ; (cd) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the such Borrower in connection herewith or the performance of obligations of the such Borrower herein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Bank, ; (de) no events have taken place and no circumstances exist at the date hereof which would give the such Borrower grounds to assert a defense, offset or counterclaim to the obligations of the such Borrower under the Loan Agreement or any of the other Loan Documents Documents; (defined below), and (ef) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesNotes (as defined in the Loan Agreement); and (g) except as otherwise expressly provided herein, no Unmatured Event of Default or Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Borrower represents and warrants that: (a) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws By-Laws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the BankLender, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the BankLender, (d) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the BankLender, which might arise out of or be connected with any act of commission or omission of the Bank Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by any promissory note executed by Borrower in favor of Lender, (f) the Notesrepresentations and warranties of Borrower contained in the Loan Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (g) no Default or Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Each Borrower represents and warrants that: (a) the such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the such Borrower is a party or a signatory, or any provision of the such Borrower’s Articles of Incorporation or Bylaws or, to the best of the such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of this Amendment or other agreements and documents executed and delivered by the such Borrower in connection herewith or the performance of obligations of the such Borrower herein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give the such Borrower grounds to assert a defense, offset or counterclaim to the obligations of the such Borrower under the Loan Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Notes, and (f) no Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Borrower represents and warrants that: (a) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Credit Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws By-Laws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the BankLender, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the BankLender, (d) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Credit Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the BankLender, which might arise out of or be connected with any act of commission or omission of the Bank Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by any promissory note executed by B▇▇▇▇▇▇▇ in favor of L▇▇▇▇▇, (f) the Notesrepresentations and warranties of Borrower contained in the Credit Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (g) no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Representations; No Default. The Each Borrower represents and warrants that: (a) the such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Unmatured Event of Default (an “Unmatured or Event of Default”), Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which the such Borrower is a party or a signatory, or any provision of the such Borrower’s Articles of Incorporation or Bylaws or, to the best of the such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the such Borrower in connection herewith or the performance of obligations of the such Borrower herein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give the such Borrower grounds to assert a defense, offset or counterclaim to the obligations of the such Borrower under the Loan Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesNotes (as defined in the Loan Agreement), and (f) no Unmatured Event of Default or Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Borrower represents and warrants that: (a) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws By-Laws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the BankLender, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the BankLender, (d) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the BankLender, which might arise out of or be connected with any act of commission or omission of the Bank Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by any promissory note executed by Borrower in favor of the NotesLender, (f) the representations and warranties of Borrower contained in the Loan Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (g) except as expressly set forth in Section 2 above, no Default or Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Borrower represents and warrants that: : (a) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s 's Articles of Incorporation or Incorporation, Bylaws or, to the best of the Borrower’s 's knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the BankLender, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the BankLender, and (d) no events have been taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Credit Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesDocuments.

Representations; No Default. The Borrower hereby represents, on and as of the date hereof, and after giving effect to this Amendment, all of the representations and warranties contained in the Financing Agreement are true, correct, and complete in all material respects as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date. Borrower further represents and warrants that: (a) the Borrower that it has the power and legal right and authority to enter into this Amendment and all of the other Amendment Documents, and that it has duly authorized as appropriate the execution and delivery of this Amendment and all of the other agreements Amendment Documents by proper corporate action, and documents executed and delivered by none of the Borrower in connection herewith, (b) neither this Amendment Documents nor the agreements contained herein therein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Financing Agreement or a default under any other agreement, instrument instrument, or indenture to which the Borrower is a party or a signatory, signatory or any a provision of the Borrower’s Articles Certificate of Incorporation or Bylaws Bylaws, or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Bank, . Borrower represents and warrants that (ca) no consent, approval approval, or authorization of or registration or declaration with any partyPerson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this the Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith Documents or the performance of obligations of the Borrower herein therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, ; (db) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a any defense, offset offset, or counterclaim to any claim relating to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents Obligations; (defined below), and (ec) there are no known claims, causes of action, allegations, suits, debts, liens, obligations, liabilities, demands, losses, costs and costs, or expenses (including attorneys’ fees) of any kind, character character, or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities liabilities, or obligations arising with respect to the indebtedness evidenced by Obligations, any handling of the NotesLoan Collateral, any past charges or payments in respect of the Obligations or Bank’s administration of the credit facilities provided for in the Financing Agreement; and (d) after giving effect to Article II of this Amendment, no Default or Event of Default has occurred and is continuing under the Financing Agreement.

Representations; No Default. The Borrower represents and warrants that: (a) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Credit Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws By-Laws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the BankLender, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the BankLender, (d) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Credit Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the BankLender, which might arise out of or be connected with any act of commission or omission of the Bank Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by any promissory note executed by B▇▇▇▇▇▇▇ in favor of L▇▇▇▇▇, (f) the Notesrepresentations and warranties of Borrower contained in the Credit Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (g) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Representations; No Default. The Borrower represents and warrants that: : (a) except as set forth on Schedule I attached hereto, the Borrower has representations and warranties contained in the power Loan Agreement, as amended hereby, and legal right the representations and authority warranties contained in the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on as and as of such date except to enter into the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) except for the Potential Existing Default (which is being irrevocably waived by Administrative Agent and Lenders pursuant to this Amendment Amendment), no Event of Default exists under the Loan Agreement; (c) the execution, delivery and has duly authorized the execution and delivery performance of this Amendment are within the corporate power and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations authority of the Borrower herein described, except for those which the Borrower and has obtained or provided been duly authorized by appropriate corporate action and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, proceedings; (d) no events have taken place this Amendment constitutes the legal, valid, and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations binding obligation of the Borrower under enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the Loan Agreement or any rights of the other Loan Documents (defined below), creditors generally and general principles of equity; (e) there are no known claimsgovernmental or other third-party consents, causes of actionlicenses and approvals required in connection with the execution, suitsdelivery, debtsperformance, liens, obligations, liabilities, demands, losses, costs validity and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date enforceability of this Amendment; and (f) all of the liens, includingprivileges, without limitationpriorities and equities existing and to exist under and in accordance with the terms of the Mortgage and any other security agreement are hereby confirmed, any claims, liabilities or extended and carried forward as security for all of the indebtedness and other obligations arising with respect of Borrower to the Administrative Agent. The Borrower acknowledges that such documents shall continue to secure any and all indebtedness evidenced by of Borrower to the NotesAdministrative Agent from time to time existing.

Representations; No Default. The Borrower represents and warrants that: (a) the representations and warranties of the Borrower contained in Article IV of the Loan Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (b) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (bc) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or the Revolving Note or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Bank, (cd) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (de) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement Agreement, the Revolving Note or any of the other Loan Documents loan documents, (defined below), and (ef) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesRevolving Note, and (g) no Event of Default has occurred and is continuing under the Loan Agreement or the Revolving Note.

Representations; No Default. The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment and the other documents described in Section 4.1 through 4.3 (together with this Amendment, the "Amendment Documents") (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all material respects as of the date hereof as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct as of such earlier date, and (b) there will exist no Default or Event of Default on such date which has not been waived by the Banks. The Borrower represents and warrants that: (a) that the Borrower Borrower, each of its Subsidiaries and HomeTown has the power and legal right and authority to enter into this the Amendment Documents to which it is party and has duly authorized as appropriate the execution and delivery of this the Amendment Documents by proper corporate action, and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment, the other Amendment Documents nor the agreements contained herein or therein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower Borrower, each of its Subsidiaries and HomeTown is a party or a signatory, signatory or any a provision of the Borrower’s Articles 's, such Subsidiary's or HomeTown's certificate of Incorporation or Bylaws incorporation, bylaws or, to the best of the Borrower’s 's knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the . The Borrower or any of its property except, if any, in favor of the Bank, (c) represents and warrants that no consent, approval or authorization of or registration or declaration with any partyPerson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower Borrower, each of this its Subsidiaries and HomeTown of the Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith Documents to which it is party or the performance of obligations of the Borrower, each of its Subsidiaries and HomeTown herein or therein described. The Borrower herein described, except for those which represents and warrants that the Borrower has obtained or provided and as Amendment Documents to which it, any of its Subsidiaries or HomeTown is a party are the legal, valid and binding obligations of the Borrower, such Subsidiary or HomeTown, enforceable in accordance with their terms. The Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) warrants that no events have taken place and no circumstances exist circumstance exists at the date hereof which would give the Borrower grounds Borrower, any of its Subsidiaries or HomeTown a basis to assert a defense, offset or counterclaim to any claim of the Agent or any Bank as to any obligations of the Borrower under Borrower, any of its Subsidiaries or HomeTown to the Loan Agreement Agent or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Notes.

Representations; No Default. The Borrower represents Loan Parties represent and warrants warrant that: (a) the Borrower representations and warranties of the Loan Parties contained in ARTICLE III of the Credit Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (b) each Loan Party has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower Loan Parties in connection herewith, (bc) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Credit Agreement or a default default, in any material respect, under any other agreement, instrument or indenture to which the Borrower any Loan Party is a party or a signatory, or any provision of the Borrowereach Loan Party’s Articles of Incorporation or Bylaws organizational documents or, to the best of the Borrowereach Loan Party’s knowledge, any other agreement or requirement applicable Requirement of lawLaw, or result in the imposition of any lien or other encumbrance Lien on any of its property under any agreement binding on or applicable to the Borrower each Loan Party or any of its property except, if any, in favor of the BankAdministrative Agent, (cd) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authorityGovernmental Authority, is required in connection with the execution and delivery by the Borrower Loan Parties of this Amendment or other agreements and documents executed and delivered by the Borrower Loan Parties in connection herewith or the performance of obligations of the Borrower Loan Parties herein described, except for those which the Borrower has Loan Parties have obtained or provided and as to which the Borrower has Loan Parties have delivered certified copies of documents evidencing each such action to the BankLenders, (de) to each Loan Party’s knowledge as of the date hereof, no events have taken place and no circumstances exist at the date hereof which would give the Borrower any Loan Party grounds to assert a defense, offset or counterclaim to the obligations of the Borrower Loan Parties under the Loan Credit Agreement or any of the other Loan Documents Documents, (defined below), and (ef) there are no known claims, causes of action, suits, debts, liensLiens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower any Loan Party may have or claim to have against the BankAdministrative Agent or any of the Lenders, which might arise out of or be connected with any act of commission or omission of the Bank Administrative Agent or any Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by Obligations, and (g) except as otherwise expressly provided herein, no Default or Event of Default has occurred and is continuing under the NotesCredit Agreement.

Representations; No Default. The Borrower represents Loan Parties jointly and warrants severally represent and warrant that: : (a) the Borrower representations and warranties of the Loan Parties contained in Article 5 of the Loan Agreement are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) as of such earlier date, (b) each of the Loan Parties has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower it in connection herewith, , (bc) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower such party is a party or a signatory, or any provision of the Borrowersuch party’s Articles of Incorporation Incorporation, Bylaws or Bylaws orother organizational documents, to the best of the Borrowersuch party’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower such party or any of its property except, if any, in favor of the Bank, Lender, (cd) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower such party of this Amendment or other agreements and documents executed and delivered by the Borrower such party in connection herewith or the performance of obligations of the Borrower such party herein described, except for those which the Borrower such party has obtained or provided and as to which the Borrower such party has delivered certified copies of documents evidencing each such action to the Bank, Lender, (de) no events have taken place and no circumstances exist at the date hereof which would give the Borrower such party grounds to assert a defense, offset or counterclaim to the obligations of the Borrower such party under the Loan Agreement or any of the other Loan Documents Documents, (defined below), and (ef) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower such party may have or claim to have against the BankLender, which might arise out of or be connected with any act of commission or omission of the Bank Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesLoan Documents, and (g) after giving effect to the effectiveness of this Amendment, no Default or Event of Default has occurred and is continuing.

Representations; No Default. The Borrower represents Loan Parties jointly and warrants severally represent and warrant that: : (a) the Borrower representations and warranties of the Loan Parties contained in Article 5 of the Loan Agreement are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) as of such earlier date, (b) each of the Loan Parties has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower it in connection herewith, , (bc) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower such party is a party or a signatory, or any provision of the Borrowersuch party’s Articles of Incorporation Incorporation, Bylaws or Bylaws orother organizational documents, to the best of the Borrowersuch party’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower such party or any of its property except, if any, in favor of the BankLender, 12341853v1 (cd) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower such party of this Amendment or other agreements and documents executed and delivered by the Borrower such party in connection herewith or the performance of obligations of the Borrower such party herein described, except for those which the Borrower such party has obtained or provided and as to which the Borrower such party has delivered certified copies of documents evidencing each such action to the Bank, Lender, (de) no events have taken place and no circumstances exist at the date hereof which would give the Borrower such party grounds to assert a defense, offset or counterclaim to the obligations of the Borrower such party under the Loan Agreement or any of the other Loan Documents Documents, (defined below), and (ef) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower such party may have or claim to have against the BankLender, which might arise out of or be connected with any act of commission or omission of the Bank Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesLoan Documents, and (g) after giving effect to the effectiveness of this Amendment, no Default or Event of Default has occurred and is continuing.

Representations; No Default. The Borrower represents and warrants that: : (a) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s 's Articles of Incorporation or Incorporation, Bylaws or, to the best of the Borrower’s 's knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the BankLender, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the BankLender, and (d) no events have been taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Notes.a

Representations; No Default. The Each Borrower represents and warrants that: (a) the such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Unmatured Event of Default (an “Unmatured or Event of Default”), Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which the such Borrower is a party or a signatory, or any provision of the such Borrower’s Articles of Incorporation or Bylaws or, to the best of the such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the such Borrower in connection herewith or the performance of obligations of the such Borrower herein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give the such Borrower grounds to assert a defense, offset or counterclaim to the obligations of the such Borrower under the Loan Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesNotes (as defined in the Loan Agreement), and (f) after giving effect to this Amendment, no Unmatured Event of Default or Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Each Borrower hereby represents, on and as of the date hereof, and after giving effect to this Amendment, that except as set forth on Schedule 3.2 hereto, all of the representations and warranties contained in the Note Agreement are true, correct and complete in all material respects as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date. Each Borrower further represents and warrants that: (a) the that such Borrower has the power and legal right and authority to enter into this Amendment and all of the other Amendment Documents, and that such Borrower has duly authorized as appropriate the execution and delivery of this Amendment and all of the other agreements Amendment Documents by proper corporate or limited liability company action, and documents executed and delivered by none of the Borrower in connection herewith, (b) neither this Amendment Documents nor the agreements contained herein therein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the any Borrower is a party or a signatory, which contravention or any default could reasonably be expected to have a Material Adverse Effect, or a provision of the any Borrower’s Articles of Incorporation (or Bylaws Certificate of Formation) or Bylaws, or Certificate of Limited Partnership or Limited Partnership Agreement (as applicable), or, to the best of the such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, Senior Agent or the Lender. Each Borrower represents and warrants that (ci) no consent, approval or authorization of or registration or declaration with any partyPerson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of this the Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith Documents or the performance of obligations of the such Borrower herein therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (dii) no events have taken place and no circumstances exist at the date hereof which would give such Borrower the Borrower grounds right to assert a any defense, offset or counterclaim to any claim relating to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents Obligations, (defined below), and (eiii) there are no known claims, causes of action, allegations, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the BankT▇▇▇▇▇ or any Lender, which might arise out of or be connected with any act of commission or omission of the Bank T▇▇▇▇▇ or any Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by Obligations, any handling of the Notes.Loan Collateral, any past charges or payments in respect of the Obligations or T▇▇▇▇▇’▇ administration of the Loans, and (iv) no Event of Default has occurred and is continuing under the Note Agreement

Representations; No Default. The Borrower represents and warrants that: (a) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws By-Laws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the BankLender, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the BankLender, (d) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the BankLender, which might arise out of or be connected with any act of commission or omission of the Bank Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by any promissory note executed by Borrower in favor of the NotesLender, (f) the representations and warranties of Borrower contained in the Loan Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (g) no Default or Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Each Borrower hereby represents, on and as of the date hereof, and after giving effect to this Amendment, that except as set forth on Schedule 3.2 hereto, all of the representations and warranties contained in the Financing Agreement are true, correct and complete in all material respects as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date. Each Borrower further represents and warrants that: (a) the that such Borrower has the power and legal right and authority to enter into this Amendment and all of the other Amendment Documents, and that such Borrower has duly authorized as appropriate the execution and delivery of this Amendment and all of the other agreements Amendment Documents by proper corporate or limited liability company action, and documents executed and delivered by none of the Borrower in connection herewith, (b) neither this Amendment Documents nor the agreements contained herein therein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the any Borrower is a party or a signatory, which contravention or any default could reasonably be expected to have a Material Adverse Effect, or a provision of the any Borrower’s Articles of Incorporation (or Bylaws Certificate of Formation) or Bylaws, or Certificate of Limited Partnership or Limited Partnership Agreement (as applicable), or, to the best of the such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, Agent for the benefit of the Lenders. Each Borrower represents and warrants that (ci) no consent, approval or authorization of or registration or declaration with any partyPerson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of this the Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith Documents or the performance of obligations of the such Borrower herein therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (dii) no events have taken place and no circumstances exist at the date hereof which would give such Borrower the Borrower grounds right to assert a any defense, offset or counterclaim to any claim relating to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents Obligations, (defined below), and (eiii) there are no known claims, causes of action, allegations, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the BankAgent or any Lender, which might arise out of or be connected with any act of commission or omission of the Bank Agent or any Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by Obligations, any handling of the Notes.Loan Collateral, any past charges or payments in respect of the Obligations or the Agent’s administration of the credit facilities provided for in the Financing Agreement, and (iv) no Event of Default has occurred and is continuing under the Financing Agreement

Representations; No Default. The Borrower hereby represents --------------------------- that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct as of such earlier date, and (b) there will exist no Default or Event of Default which has not been waived by the Banks. The Borrower represents and warrants that: (a) that the Borrower has the power and legal right and authority to enter into this Amendment and any other statement, instrument or transaction contemplated hereby or relating hereto, and has duly authorized the execution and delivery of this Amendment and any other agreements and documents executed and delivered statement, instrument or transaction contemplated hereby or relating hereto by proper corporate action, and, except as set forth in Schedule 4.3 to the Borrower in connection herewithCredit Agreement, (b) neither this Amendment Amendment, any other statement, instrument or transaction contemplated hereby or relating hereto, nor the agreements contained herein or therein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, signatory or any a provision of the Borrower’s 's Articles of Incorporation or Incorporation, Bylaws or, to the best of the Borrower’s 's knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the . The Borrower or any of its property except, if any, in favor of the Bank, (c) represents and warrants that no consent, approval or authorization of or registration or declaration with any partyPerson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment and any other statement, instrument or other agreements and documents executed and delivered by the Borrower in connection herewith transaction contemplated hereby or relating hereto, or the performance of obligations of the Borrower herein or therein described. The Borrower represents and warrants that this Amendment and any other statement, except for those which instrument or transaction contemplated hereby or relating hereto are the Borrower has obtained or provided legal, valid and binding obligations of the Borrower, enforceable in accordance with their terms, subject to limitations as to enforceability which the might result from bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and subject to general principles of equity. The Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) warrants that no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds a basis to assert a defense, offset or counterclaim to any claim of the Bank as to any obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesBanks.

Representations; No Default. The Borrower Each Loan Party hereby represents, on and as of the date hereof, and after giving effect to this Amendment, all of the representations and warranties contained in Article V of the Credit Agreement are true, correct, and complete in all material respects as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date and no Default has occurred and is continuing under the Credit Agreement. Each Loan Party further represents and warrants that: that (a) the Borrower it has the power and legal right and authority to enter into this Amendment and Amendment, (b) it has duly authorized as appropriate the execution and delivery of this Amendment by proper corporate action, (c) this Amendment constitutes the legal, valid and binding obligations of it enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles affecting the availability of specific performance and other agreements and documents executed and delivered by the Borrower in connection herewithremedies, (bd) neither the execution and delivery by it of this Amendment Amendment, nor the agreements contained consummation of the transactions herein contravene or constitute an Event of Defaultcontemplated, or an event which nor compliance with the giving provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it or any of notice its Subsidiaries or passage its articles of time incorporation, code of regulations or both would mature into an Event by-laws or, in any material respects, the provisions of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreementindenture, instrument or indenture agreement to which the Borrower it or any of its Subsidiaries is a party or a signatoryis subject, or any provision of the Borrower’s Articles of Incorporation by which it, or Bylaws orits Property, to the best of the Borrower’s knowledgeis bound, any other agreement or requirement of lawconflict with or constitute a default thereunder, or result in the creation or imposition of any lien Lien (other than any Lien permitted by Section 6.13) in, of or on the Property of it or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement, and (e) no order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other encumbrance on action in respect of any of its property under any agreement binding on governmental or applicable to the Borrower public body or authority, or any of its property exceptsubdivision thereof, if anyis required to authorize, in favor of the Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution execution, delivery and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith performance of, or the performance of obligations of the Borrower herein describedlegality, except for those which the Borrower has obtained validity, binding effect or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bankenforceability of, (d) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Notes.

Representations; No Default. The Each Borrower represents and warrants that: (a) the such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Unmatured Event of Default (an “Unmatured or Event of Default”), Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which the such Borrower is a party or a signatory, or any provision of the such Borrower’s Articles of Incorporation or Bylaws or, to the best of the such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the such Borrower in connection herewith or the performance of obligations of the such Borrower herein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give the such Borrower grounds to assert a defense, offset or counterclaim to the obligations of the such Borrower under the Loan Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesNotes (as defined in the Loan Agreement), and (f) after giving effect to Sections 4(b) and 4(j) hereof, no Unmatured Event of Default or Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Each Borrower represents and warrants that: (a) the such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Unmatured Event of Default (an “Unmatured or Event of Default”), Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which the such Borrower is a party or a signatory, or any provision of the such Borrower’s Articles of Incorporation or Bylaws or, to the best of the such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the such Borrower in connection herewith or the performance of obligations of the such Borrower herein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give the such Borrower grounds to assert a defense, offset or counterclaim to the obligations of the such Borrower under the Loan Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesNotes (as defined in the Loan Agreement), and (f) after giving effect to the waivers expressly granted in Section 2 above, no Unmatured Event of Default or Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Borrower Each Loan Party represents and warrants that: (a) upon giving effect to this Amendment, the Borrower representations and warranties of each Loan Party contained in the Credit Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (b) such Loan Party has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower such Loan Party in connection herewith, (bc) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Credit Agreement or a default under any other agreement, instrument or indenture to which the Borrower such Loan Party is a party or a signatory, or any provision of the Borrowersuch Loan Party’s Articles of Incorporation Incorporation, Articles of Organization, Bylaws, Operating Agreement, or Bylaws other organizational documents or, to the best of the Borrowersuch ​ Loan Party’s knowledge, any other agreement or requirement Requirement of lawLaw, or result in the imposition of any lien or other encumbrance Lien on any of its property under any agreement binding on or applicable to the Borrower such Loan Party or any of its property except, if any, in favor of the BankLender, (cd) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authorityGovernmental Authority, is required in connection with the execution and delivery by the Borrower such Loan Party of this Amendment or other agreements and documents executed and delivered by the Borrower such Loan Party in connection herewith or the performance of obligations of the Borrower such Loan Party herein described, except for those which the Borrower such Loan Party has obtained or provided and as to which the Borrower such Loan Party has delivered certified copies of documents evidencing each such action to the BankLender, (de) no events have taken place and no circumstances exist at the date hereof which would give the Borrower such Loan Party grounds to assert a defense, offset or counterclaim to the obligations of the Borrower such Loan Party under the Loan Credit Agreement or any of the other Loan Documents Documents, (defined below), and (ef) there are no known claims, causes of action, suits, debts, liensLiens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower such Loan Party may have or claim to have against the BankLender, which might arise out of or be connected with any act of commission or omission of the Bank Lender existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesCredit Agreement, (g) upon giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Representations; No Default. The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct as of such earlier date, and except for the representation in Section 4.5, as reported in the Borrower's earnings release dated February 22, 2001, and (b) there will exist no Default or Event of Default on such date which has not been waived or consented to by the Lender. The Borrower represents and warrants that: (a) that the Borrower has the power and legal right and authority to enter into this Amendment Amendment, and has duly authorized as appropriate the execution and delivery of this Amendment by proper corporate action, and other agreements and documents executed and delivered by the Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, signatory or any a provision of the Borrower’s 's Articles of Incorporation or Incorporation, Bylaws or, to the best of the Borrower’s 's knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the . The Borrower or any of its property except, if any, in favor of the Bank, (c) represents and warrants that no consent, approval or authorization of or registration or declaration with any partyPerson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described. The Borrower represents and warrants that this Amendment is the legal, except for those which valid and binding obligation of the Borrower, enforceable in accordance with its terms. The Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) warrants that no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds a basis to assert a defense, offset or counterclaim to any claim of the Lender as to any obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesLender.

Representations; No Default. The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct as of such earlier date, and (b) there will exist no Unmatured Event of Default or Event of Default on such date which has not been waived by the Lender. The Borrower represents and warrants that: (a) that the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this the Amendment and other agreements and documents executed and delivered by the Borrower in connection herewithherewith by proper corporate action, (b) and neither this the Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, signatory or any provision of the Borrower’s Articles 's Certificate of Incorporation or Incorporation, Bylaws or, to the best of the Borrower’s 's knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the . The Borrower or any of its property except, if any, in favor of the Bank, (c) represents and warrants that no consent, approval or authorization of or registration or declaration with any partyPerson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this the Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith therewith or the performance of obligations of the Borrower herein therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Notes.

Representations; No Default. The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Unmatured Event of Default or Event of Default under the Credit Agreement as amended by this Amendment on such date which has not been waived by the Lender. The Borrower represents and warrants that: (a) that the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this the Amendment Document and other agreements and documents executed and delivered by the Borrower in connection herewithherewith or therewith by proper corporate action, (b) and neither this Amendment nor any of the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, signatory or any a provision of the Borrower’s 's Articles of Incorporation or Incorporation, Bylaws or, to the best of the Borrower’s knowledge, 's knowledge any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Bank, (c) Lender. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any partyPerson, including but not limited to without limitation, any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith therewith or the performance of obligations of the Borrower herein therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) Lender. The Borrower warrants that no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesObligations.

Representations; No Default. The Each Borrower represents and warrants that: (a) the such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, a Default or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the such Borrower is a party or a signatory, or any provision of the such Borrower’s Articles of Incorporation or Bylaws or, to the best of the such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the such Borrower of this Amendment or other agreements and documents executed and delivered by the such Borrower in connection herewith or the performance of obligations of the such Borrower herein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give the such Borrower grounds to assert a defense, offset or counterclaim to the obligations of the such Borrower under the Loan Agreement or any of the other Loan Documents (defined below)Documents, and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Notes, and (f) no Event of Default has occurred and is continuing under the Loan Agreement.

Representations; No Default. The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct as of such earlier date, and (b) there will exist no Unmatured Event of Default or Event of Default on such date which has not been waived by the Lender. The Borrower represents and warrants that: (a) that the Borrower has the power and legal right and authority to enter into this the Amendment Documents and has duly authorized as appropriate the execution and delivery of this the Amendment Document and other agreements and documents executed and delivered by the Borrower in connection herewithherewith or therewith by proper corporate action, (b) neither this and none of the Amendment Documents nor the agreements contained herein therein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Event of Default (an “Unmatured Event of Default”), under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, signatory or any a provision of the Borrower’s Articles 's Certificate of Incorporation or Incorporation, Bylaws or, to the best of the Borrower’s 's knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the . The Borrower or any of its property except, if any, in favor of the Bank, (c) represents and warrants that no consent, approval or authorization of or registration or declaration with any partyPerson, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection herewith therewith or the performance of obligations of the Borrower herein therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents (defined below), and (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Notes.

Representations; No Default. The Each Borrower represents and warrants that: (a) the representation and warranties contained in Section 7 of the Loan Agreement are true and correct in all material respects, as though made on the date hereof, except to the extent such representation and warranty, by its express terms, relates solely to a prior date, and except that the representations and warranties contained in Section 7.26 of the Loan Agreement shall be true and correct in all material respects, as though made on the date of the financial statements most recently delivered to the Bank pursuant to Section 8.8(a) of the Loan Agreement; (b) such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the such Borrower in connection herewith, ; (bc) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default, or an event which with the giving of notice or passage of time or both would mature into an Unmatured Event of Default (an “Unmatured or Event of Default”), Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which the such Borrower is a party or a signatory, or any provision of the such Borrower’s 's Articles of Incorporation or Bylaws or, to the best of the such Borrower’s 's knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to the such Borrower or any of its property except, if any, in favor of the Bank, ; (cd) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the such Borrower in connection herewith or the performance of obligations of the such Borrower herein described, except for those which the such Borrower has obtained or provided and as to which the such Borrower has delivered certified copies of documents evidencing each such action to the Bank, ; (de) no events have taken place and no circumstances exist at the date hereof which would give the such Borrower grounds to assert a defense, offset or counterclaim to the obligations of the such Borrower under the Loan Agreement or any of the other Loan Documents Documents; (defined below), and (ef) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ ' fees) of any kind, character or nature whatsoever, fixed or contingent, which the such Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the NotesNotes (as defined in the Loan Agreement); and (g) after giving effect to this Amendment, no Unmatured Event of Default or Event of Default has occurred and is continuing under the Loan Agreement.