Common use of Acknowledgments by Borrower Clause in Contracts

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. . (b) From and after the Effective Date, all references to (i) the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment Amendment, and (ii) the Deposit Yield Agreement in any Loan Document shall be to the Replacement DYA, as it each of them from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (bc) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, the Replacement DYA (as hereafter defined), the Minimum Deposits Agreement, and any other documents to be executed and delivered by the Borrower in connection with this Amendment (this Amendment, the Replacement DYA, the Minimum Deposits Agreement and such other documents, collectively, the “Amendment Documents”), has taken all necessary action to authorize the execution, delivery, and performance of this Amendmentthe Amendment Documents, and the person executing and delivering this the Amendment Documents on behalf of the Borrower is and is, or, as applicable, will be be, duly authorized to do so. (iv) This Amendment has been been, and all other Amendment Documents will be, duly executed and delivered by the Borrower, and constitutes or will constitute upon their respective execution and delivery, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (cd) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders Lender in connection with this the Amendment Document and any prior matters involving the Loan. (de) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, at law or in equity, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. From , and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement Borrower’s Obligations shall mean and include the Obligations as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modifiedAmendment. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A1) matters which speak to a specific date, and (B2) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this AmendmentAmendment and the Replacement Notes, has taken all necessary action to authorize the execution, delivery, and performance of this AmendmentAmendment and the Replacement Notes, and the person executing and delivering this Amendment on behalf of the Borrower is this Amendment is, and the Replacement Notes will be be, duly authorized to do so. (iv) This Amendment has been duly executed and delivered by the Borrowerdoes, and constitutes the Replacement Notes will upon their execution and delivery, constitute the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its their terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior matters involving the LoanReplacement Notes. (d) The Borrower does not have any offsets, acknowledges that it has no defenses, claims, set offs or counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lenderthe Lenders, andand hereby releases, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning have as of the world to both the date hereof and as of the Effective Date, Date against the Credit Agent, Agent or any Lender Lender, or their respective current or former Affiliatesaffiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, connected with the Loan Agreement, any other Loan Documents, Agreement or the administration thereofthereof or the obligations created thereby (including pursuant to this Amendment).

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. From , and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement Borrower’s Obligations shall mean and include the Obligations as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modifiedAmendment. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No no Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The the representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A1) matters which speak to a specific date, and (B2) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement, and (3) as reflected in the updated Exhibits annexed to this Amendment. (iii) The the Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This this Amendment has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (v) Xxxxxxxx X, X, X, X, X, X, and K attached hereto are true, correct, and complete updates as of the Effective Date of the corresponding Exhibits to the Loan Agreement. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan. (d) The Borrower does not have any offsets, acknowledges that it has no defenses, claims, set offs or counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lenderthe Lenders, andand hereby releases, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning have as of the world to both the date hereof and as of the Effective Date, Date against the Credit Agent, Agent or any Lender Lender, or their respective current or former Affiliatesaffiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, connected with the Loan Agreement, any other Loan Documents, Agreement or the administration thereofthereof or the obligations created thereby (including pursuant to this Amendment).

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment Agreement is a Loan Document. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this AmendmentAgreement, nor will a Default or Event of Default exist as of the Effective TD Commitment Termination Date or the Principal Payment Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective TD Commitment Termination Date and the Principal Payment Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendmentthe Termination Documents, has taken all necessary action to authorize the execution, delivery, and performance of this Amendmentthe Termination Documents, and the person executing and delivering this Amendment the Termination Documents on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment Each Termination Document has been or will be duly executed and delivered by the Borrower, and constitutes or will constitute the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective TD Commitment Termination Date and the Principal Payment Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a and the Fee Letter (as hereafter defined) are Loan Document. Documents. (b) From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (bc) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) as to matters which speak to a specific date, and (B) for changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement, and (C) as reflected in the Updated Exhibits (as hereafter defined). (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, the Fee Letter, and any other documents to be executed and delivered by the Borrower in connection with this Amendment (this Amendment, the Fee Letter, and such other documents, collectively, the “Amendment Documents”), and has taken all necessary action to authorize the execution, delivery, and performance of this Amendmentthe Amendment Documents, and the person executing and delivering this the Amendment Documents on behalf of the Borrower is and is, or, as applicable, will be be, duly authorized to do so. (iv) This Amendment has been been, and all other Amendment Documents will be, duly executed and delivered by the Borrower, and constitutes or will constitute upon their respective execution and delivery, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (cv) Exhibits E, F, G, and J attached hereto (the “Updated Exhibits”) are true, correct, and complete updates as of the Effective Date of the corresponding Exhibits to the Loan Agreement. (d) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders Lender in connection with this Amendment and any prior matters involving the Loan. (de) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, at law or in equity, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment, the First Amendment is a Notes, and the First Amendment Fee Letter are Loan DocumentDocuments. From and after the Effective Date, all All references to the Loan Agreement in any Loan Document shall be to the Loan Agreement Borrower’s Obligations shall include the Obligations as amended by this Amendment, and the Borrower’s obligations under the First Amendment Notes and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modifiedthe First Amendment Fee Letter. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the First Amendment Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the First Amendment Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this AmendmentAmendment and the First Amendment Notes, has taken all necessary action to authorize the execution, delivery, and performance of this AmendmentAmendment and the First Amendment Notes, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by the Borrowerconstitutes, and constitutes the First Amendment Notes will constitute, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its their respective terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan. (d) The Borrower does not have any offsets, acknowledges that it has no defenses, claims, set offs or counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lenderthe Lenders, andand hereby releases, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning have as of the world to both the date hereof and as of the First Amendment Effective Date, Date against the Credit Agent, Agent or any Lender Lender, or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, connected with the Loan Agreement, Agreement or any other Loan Documents, Document or the administration thereofthereof or the obligations created thereby (including pursuant to this Amendment).

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. From and after the Effective Date, all All references to the Loan Agreement in any Loan Document shall be to the Loan Agreement Borrower’s Obligations shall include the Obligations as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modifiedAmendment. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Unmatured Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a an Unmatured Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) Nothing in this Amendment (including the Exhibits annexed hereto) shall alter the discretionary nature of the making of Warehousing Advances as set forth in the applicable provisions of the Loan Agreement. (d) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Administrative Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan. (de) The Borrower acknowledges, confirms and agrees that it does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Administrative Agent or any Lender with respect to any of its liabilities and obligations to the Credit Administrative Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Administrative Agent, or any Lender or their respective current or former Affiliatesaffiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. From , and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement Borrower’s Obligations shall mean and include the Obligations as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modifiedAmendment. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No After giving effect to this Amendment, no Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A1) matters which speak to a specific date, and (B2) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower this Amendment is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior matters involving the LoanAmendment. (d) The Borrower does not have any offsets, acknowledges that it has no defenses, claims, set offs or counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lenderthe Lenders, andand hereby releases, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning have as of the world to both the date hereof and as of the Effective Date, Date against the Credit Agent, Agent or any Lender Lender, or their respective current or former Affiliatesaffiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, connected with the Loan Agreement, any other Loan Documents, Agreement or the administration thereofthereof or the obligations created thereby (including pursuant to this Amendment).

Acknowledgments by Borrower. The As of the date hereof and as of the Effective Date, the Borrower acknowledges, confirms confirms, represents and warrants and agrees that: (a) This Amendment is a Loan Document. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and, as of the date hereof and as of the Effective Date, the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan DocumentsDocuments applicable to the Borrower, and (y) represents and warrants that: (i) No Default or Event of Default exists as As of the date the Borrower executes this Amendment, nor will a no Default or Event of Default exists, and no Default or Event of Default will exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof, and will be true and correct in all material respects as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, and has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by on behalf of the Borrower, Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior all previous matters involving relating to the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against Loan Agreement and the Borrower’s relationship with the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereofLender.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a and the Amendment Fee Letters (as hereafter defined) are Loan DocumentDocuments. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendmentthe Amendment Documents (as hereafter defined), has taken all necessary action to authorize the execution, delivery, and performance of this Amendmentthe Amendment Documents, and the person executing and delivering this the Amendment Documents on behalf of the Borrower is and will be duly authorized to do so. (iv) This Each Amendment Document has been or will be duly executed and delivered by the Borrower, and constitutes or will constitute the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The In addition to all other expense payment and reimbursement obligations of the Borrower shall under the Loan Agreement and other Loan Documents, the Borrower will, promptly pay upon following the receipt of an appropriate invoice therefor, pay or statement therefor reimburse the Credit Agent and each Lender for all of their respective reasonable out of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses and disbursements disbursements) incurred by the Credit Agent and the Lenders in connection with the preparation of this Amendment and any other documents in connection herewith, the matters addressed in and contemplated by, this Amendment, and any prior matters involving the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a and no Default or Event of Default will exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement, and (C) as reflected in the updated Exhibits annexed to this Amendment. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (v) Exhibits E, F, G, and J attached hereto are true, correct, and complete updates as of the Effective Date of the corresponding Exhibits to the Loan Agreement. (c) The In addition to all other expense payment and reimbursement obligations of the Borrower shall under the Loan Agreement and other Loan Documents, the Borrower will, promptly pay upon following the receipt of an appropriate invoice therefor, pay or statement therefor reimburse the Credit Agent and each Lender for all of their respective reasonable out of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses and disbursements disbursements) incurred by the Credit Agent and the Lenders in connection with the preparation of this Amendment and any other documents in connection herewith and any prior matters involving the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, at law or in equity, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The As of the date hereof and as of the Effective Date, the Borrower acknowledges, confirms confirms, represents and warrants and agrees that: (a) This Amendment is a Loan Document. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and, as of the date hereof and as of the Effective Date, the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan DocumentsDocuments applicable to the Borrower, and (y) represents and warrants that: (i) No Default or Event of Default exists as As of the date the Borrower executes this Amendment, nor will a no Default or Event of Default exists, and no Default or Event of Default will exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof, and will be true and correct in all material respects as of the Effective Date, except as to (A) matters which speak to a specific date, date and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, and has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by on behalf of the Borrower, Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable ‘bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (v) The Borrower has delivered to Credit Agent, a fully completed and duly executed compliance certificate in the form of Exhibit F attached to the Loan Agreement. The Credit Agent hereby acknowledges receipt and acceptance thereof. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior all previous matters involving relating to the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against Loan Agreement and the Borrower’s relationship with the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereofLenders.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Unmatured Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a an Unmatured Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Administrative Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Administrative Agent or any Lender with respect to any of its liabilities and obligations to the Credit Administrative Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Administrative Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. From , and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement Borrower’s Obligations shall mean and include the Obligations as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modifiedAmendment. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A1) matters which speak to a specific date, and (B2) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement, and (3) as reflected in the updated Exhibits annexed to this Amendment. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (v) Xxxxxxxx X, X, X, X, X, X, and K attached hereto are true, correct, and complete updates as of the Effective Date of the corresponding Exhibits to the Loan Agreement. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan. (d) The Borrower does not have any offsets, acknowledges that it has no defenses, claims, set offs or counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lenderthe Lenders, andand hereby releases, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning have as of the world to both the date hereof and as of the Effective Date, Date against the Credit Agent, Agent or any Lender Lender, or their respective current or former Affiliatesaffiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, connected with the Loan Agreement, any other Loan Documents, Agreement or the administration thereofthereof or the obligations created thereby (including pursuant to this Amendment).

Acknowledgments by Borrower. The As of the date hereof and as of the Effective Date, the Borrower acknowledges, confirms confirms, represents and warrants and agrees that: (a) This Amendment is a Loan Document. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and, as of the date hereof and as of the Effective Date, the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan DocumentsDocuments applicable to the Borrower, and (y) represents and warrants that: (i) No Default or Event of Default exists as As of the date the Borrower executes this Amendment, nor will a no Default or Event of Default exists, and no Default or Event of Default will exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof, and will be true and correct in all material respects as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, and has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by on behalf of the Borrower, Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (v) The Borrower’s Operating Agreement has not been amended since the amendment and restatement thereof dated as of January 12, 2007, and the Borrower’s Restated Articles of Organization dated February 4, 2004, and endorsed as filed on February 20, 2004, by the Michigan Department of Consumer and Industry Services has not been amended, and the Resolutions of the Board of Directors of the Manager of the Borrower, effective as of June 30, 2010, concerning matters pertaining to the Loan Agreement, including amendments thereafter extending the term thereof, remain in full force and effect. (vi) Subsequent to the Effective Date (as defined in the Loan Agreement), there have been no changes to Exhibits B, G, G-1, K or L to the Loan Agreement. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior all previous matters involving relating to the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against Loan Agreement and the Borrower’s relationship with the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereofLenders.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. From and after the Effective Date, all references to the Loan Credit Agreement in any Loan Document shall be to the Loan Credit Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Credit Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Credit Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No After giving effect to this Amendment, no Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Credit Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Credit Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Administrative Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Administrative Agent or any Lender with respect to any of its liabilities and obligations to the Credit Administrative Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Administrative Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Credit Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment, the Fee Letter (as hereafter defined), and the Amendment is a to Minimum Deposits Agreement (as hereafter defined) are Loan Document. Documents. (b) From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (bc) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) as to matters which speak to a specific date, and (B) for changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement, and (C) as reflected in the Updated Exhibits (as hereafter defined). (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, the Fee Letter, the Amendment to Minimum Deposits Agreement, and any other documents to be executed and delivered by the Borrower in connection with this Amendment (this Amendment, the Fee Letter, and such other documents, collectively, the “Amendment Documents”), and has taken all necessary action to authorize the execution, delivery, and performance of this Amendmentthe Amendment Documents, and the person executing and delivering this the Amendment Documents on behalf of the Borrower is and is, or, as applicable, will be be, duly authorized to do so. (iv) This Amendment has been been, and all other Amendment Documents will be, duly executed and delivered by the Borrower, and constitutes or will constitute upon their respective execution and delivery, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (cv) Exhibits E, F, G, and J attached hereto (the “Updated Exhibits”) are true, correct, and complete updates as of the Effective Date of the corresponding Exhibits to the Loan Agreement. (d) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders Lender in connection with this Amendment and any prior matters involving the Loan. (de) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, at law or in equity, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. From , and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement Borrower’s Obligations shall mean and include the Obligations as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modifiedAmendment. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No no Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The the representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A1) matters which speak to a specific date, and (B2) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The the Borrower and the Parent each has the power and authority and legal right to execute, deliver and perform this Amendment, has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower and the Parent each is and will be duly authorized to do so. (iv) This this Amendment has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligation of the BorrowerBorrower and, to the extent of its agreements hereunder, the Parent, enforceable against the Borrower and the Parent in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan. (d) The Borrower does not have any offsets, acknowledges that it has no defenses, claims, set offs or counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lenderthe Lenders, andand hereby releases, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning have as of the world to both the date hereof and as of the Effective Date, Date against the Credit Agent, Agent or any Lender Lender, or their respective current or former Affiliatesaffiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, connected with the Loan Agreement, any other Loan Documents, Agreement or the administration thereofthereof or the obligations created thereby (including pursuant to this Amendment).

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Amendment, the Fee Letter and the Temporary Increase Note are Loan Document. Documents. (b) From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (bc) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement, and (C) as reflected in the Updated Exhibits (as hereafter defined). (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, the Fee Letter, the Temporary Increase Note, and any other documents to be executed and delivered by the Borrower in connection with this Amendment (this Amendment, the Fee Letter, the Temporary Increase Note and such other documents, collectively, the “Amendment Documents”), has taken all necessary action to authorize the execution, delivery, and performance of this Amendmentthe Amendment Documents, and the person executing and delivering this the Amendment Documents on behalf of the Borrower is and is, or, as applicable, will be be, duly authorized to do so. (iv) This Amendment has been been, and all other Amendment Documents will be, duly executed and delivered by the Borrower, and constitutes or will constitute upon their respective execution and delivery, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (cv) Exhibits E, F, G, and J attached hereto (the “Updated Exhibits”) are true, correct, and complete updates as of the Effective Date of the corresponding Exhibits to the Loan Agreement. (d) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders Lender in connection with this Amendment and any prior matters involving the Loan. (de) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, at law or in equity, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.

Acknowledgments by Borrower. The As of the date hereof and as of the Effective Date, the Borrower acknowledges, confirms confirms, represents and warrants and agrees that: (a) This Amendment is a Loan Document. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and, as of the date hereof and as of the Effective Date, the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan DocumentsDocuments applicable to the Borrower, and (y) represents and warrants that: (i) No Default or Event of Default exists as As of the date the Borrower executes this Amendment, nor will a no Default or Event of Default exists, and no Default or Event of Default will exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof, and will be true and correct in all material respects as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, and has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of such the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by on behalf of the Borrower, Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (v) The Borrower’s Operating Agreement has not been amended since the amendment and restatement thereof dated as of January 12, 2007, and the Borrower’s Restated Articles of Organization dated February 4, 2004, and endorsed as filed on February 20, 2004, by the Michigan Department of Consumer and Industry Services, has not been amended. (vi) Subsequent to the Effective Date (as defined in the Loan Agreement), there have been no changes to Exhibits B, G, G-1, K or L to the Loan Agreement. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior all previous matters involving relating to the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against Loan Agreement and the Borrower’s relationship with the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereofLenders.

Acknowledgments by Borrower. The As of the date hereof and as of the Effective Date, the Borrower acknowledges, confirms confirms, represents and warrants and agrees that: (a) This Amendment is a Loan Document. From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and, as of the date hereof and as of the Effective Date, the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan DocumentsDocuments applicable to the Borrower, and (y) represents and warrants that: (i) No Default or Event of Default exists as As of the date the Borrower executes this Amendment, nor will a no Default or Event of Default exists, and no Default or Event of Default will exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof, and will be true and correct in all material respects as of the Effective Date, except as to (A) matters which speak to a specific date, and (B) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, and has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is and will be duly authorized to do so. (iv) This Amendment has been duly executed and delivered by on behalf of the Borrower, Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (c) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior all previous matters involving relating to the Loan. (d) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against Loan Agreement and the Borrower’s relationship with the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereofLenders.

Acknowledgments by Borrower. The Borrower acknowledges, confirms and agrees that: (a) This Amendment is a Loan Document. . (b) From and after the Effective Date, all references to the Loan Agreement in any Loan Document shall be to the Loan Agreement as amended by this Amendment and as it from time to time hereafter may be amended, supplemented, restated, or otherwise modified. (bc) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represents and warrants that: (i) No Default or Event of Default exists as of the date the Borrower executes this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) The representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (A) as to matters which speak to a specific date, and (B) for changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement. (iii) The Borrower has the power and authority and legal right to execute, deliver and perform this AmendmentAmendment and any other documents to be executed and delivered by the Borrower in connection with this Amendment (this Amendment and such other documents, collectively, the “Amendment Documents”), and has taken all necessary action to authorize the execution, delivery, and performance of this Amendmentthe Amendment Documents, and the person executing and delivering this the Amendment Documents on behalf of the Borrower is and is, or, as applicable, will be be, duly authorized to do so. (iv) This Amendment has been been, and all other Amendment Documents will be, duly executed and delivered by the Borrower, and constitutes or will constitute upon their respective execution and delivery, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (cd) The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders Lender in connection with this Amendment and any prior matters involving the Loan. (de) The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, at law or in equity, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Loan, the Obligations, the Loan Agreement, any other Loan Documents, or the administration thereof.