Potential Default or Event of Default Uses in Representations Clause

Representations from Revolving Credit Agreement

THIS TENTH AMENDMENT OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Amendment") is entered December 20, 2016, between ALAMO GROUP INC., a Delaware corporation ("Borrower"), each of the banks or other lending institutions that is a signatory to this Amendment (collectively, "Lenders"), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (in such capacity, together with its successors and permitted assigns, "Administrative Agent").

Representations. Borrower represents and warrants to Administrative Agent and Lenders that as of the date of this Amendment: (a) each of the items and documents listed on Exhibit A (the "Amendment Documents") have been duly authorized, executed, and delivered by Borrower and each Guarantor, as applicable; (b) no action of, or filing with (other than filing of financing statements in connection with the Collateral), any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance of the Amendment Documents by Borrower and each Guarantor; (c) the Loan Documents, as amended by the Amendment Documents, are valid and binding upon Borrower and each Guarantor and are enforceable against Borrower and each Guarantor in accordance with their respective terms, except as limited by debtor relief laws and general principles of equity; (d) the execution, delivery, and performance by Borrower and each Guarantor of the Amendment Documents does not require the consent of any other Person and do not and will not constitute a violation of any governmental requirement, order of any Governmental Authority, or material agreements to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor is bound; (e) all representations and warranties in the Credit Agreement are true and correct in all material respects on and as of the date of this Amendment, and after giving effect to this Amendment and the Specialized Acquisition, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) after giving effect to the Amendment Documents, no Potential Default or Event of Default exists.

Representations from Master Repurchase Agreement

This AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT (this Amendment) is made and entered into as of May 13, 2014 by and between Bank of America, N.A. (Buyer) and loanDepot.com, LLC (Seller). This Amendment amends that certain Master Repurchase Agreement by and between Buyer and Seller, dated as of December 23, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Agreement).

Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Principal Agreements and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements.

Representations from Master Repurchase Agreement

This AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT (this Amendment) is made and entered into as of September 14, 2011 by and between Bank of America, N.A. (Buyer) and LoanDepot.com, LLC (Seller). This Amendment amends that certain Master Repurchase Agreement by and between Buyer and Seller dated as of December 23, 2009 (the Agreement).

Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Principal Agreements and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements.

Representations from Master Repurchase Agreement

This AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT (this Amendment) is made and entered into as of June 18, 2014 by and between Bank of America, N.A. (Buyer) and loanDepot.com, LLC (Seller). This Amendment amends that certain Master Repurchase Agreement by and between Buyer and Seller, dated as of December 23, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Agreement).

Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Principal Agreements and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements.

Representations from Master Repurchase Agreement

This AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT (this Amendment) is made and entered into as of June 19, 2013 by and between Bank of America, N.A. (Buyer) and loanDepot.com, LLC (Seller). This Amendment amends that certain Master Repurchase Agreement by and between Buyer and Seller, dated as of December 23, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Agreement).

Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Principal Agreements and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements.

Representations from Master Repurchase Agreement

This AMENDMENT NO. 6 TO MASTER REPURCHASE AGREEMENT (this Amendment) is made and entered into as of January 26, 2015 by and between Bank of America, N.A. (Buyer) and loanDepot.com, LLC (Seller). This Amendment amends that certain Master Repurchase Agreement by and between Buyer and Seller, dated as of December 23, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Agreement).

Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Principal Agreements and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements.

Representations from Mortgage

This AMENDMENT NUMBER SEVEN (this "Amendment") is made as of this 20th day of August, 2013, by and between Bank of America, N.A. ("Buyer") and Nationstar Mortgage LLC ("Seller") to that certain Amended and Restated Master Repurchase Agreement, dated as of October 21, 2010 (as amended, supplemented or otherwise modified from time to time, the "Agreement"), between Seller and Buyer.

Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Principal Agreements and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements.

Representations from Mortgage

This AMENDMENT NUMBER EIGHT (this "Amendment") is made as of this 16th day of September, 2013, by and between Bank of America, N.A. ("Buyer") and Nationstar Mortgage LLC ("Seller") to that certain Amended and Restated Master Repurchase Agreement, dated as of October 21, 2010 (as amended, supplemented or otherwise modified from time to time, the "Agreement"), between Seller and Buyer.

Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Principal Agreements and remains bound by the terms thereof, (ii) after giving effect to the terms hereof and Amendment Number Four to the Transactions Terms Letter between Buyer and Seller, no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements and (iii) during the period commencing on the Effective Date and ending on the date hereof, no third party has declared an event of default under any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by Seller and such third party, nor has any such third party required acceleration or prepayment of any indebtedness thereunder.

Representations from Mortgage

This AMENDMENT NUMBER FIVE (this "Amendment") is made as of this 20th day of September, 2013, by and between Bank of America, N.A. ("Buyer") and Nationstar Mortgage LLC ("Seller") to that certain Transaction Terms Letter, dated as of January 30, 2013 (as amended, supplemented or otherwise modified from time to time, the "Terms Letter"), between Buyer and Seller. Reference is hereby made to that certain Amended and Restated Master Repurchase Agreement, dated as of October 21, 2010 (as amended, supplemented or otherwise modified from time to time, the "Agreement"), between Seller and Buyer.

Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Principal Agreements and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements.

Representations from Mortgage

This AMENDMENT NUMBER FOUR (this "Amendment") is made as of this 16th day of September, 2013, by and between Bank of America, N.A. ("Buyer") and Nationstar Mortgage LLC ("Seller") to that certain Transaction Terms Letter, dated as of January 30, 2013 (as amended, supplemented or otherwise modified from time to time, the "Terms Letter"), between Buyer and Seller. Reference is hereby made to that certain Amended and Restated Master Repurchase Agreement, dated as of October 21, 2010 (as amended, supplemented or otherwise modified from time to time, the "Agreement"), between Seller and Buyer.

Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Principal Agreements and remains bound by the terms thereof, (ii) after giving effect to the terms hereof and Amendment Number Eight to the Amended and Restated Master Repurchase Agreement, between Buyer and Seller, no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements and (iii) during the period commencing on the Effective Date and ending on the date hereof, no third party has declared an event of default under any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by Seller and such third party, nor has any such third party required acceleration or prepayment of any indebtedness thereunder.