Common use of Representations and Warranties by the Borrower Clause in Contracts

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreement, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is true and correct and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, (c) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid, enforceable and binding agreements, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (d) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, which financial condition has not changed materially and adversely since those dates, (e) no litigation, claim, investigation, administrative proceeding or similar action is pending or threatened against it, and no other event has occurred which may materially affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (f) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, (g) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, (i) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its business, and (j) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision of this agreement, the Notes or any other Related Documents.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (hi) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ij) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (jk) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ik) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and (jl) there the execution and delivery of this agreement and the other Related Documents to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs; (m) the ESOP is an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code and is qualified under Section 401 (a) of the Code, the ESOP has been no defaultduly established in accordance with and under applicable law, event and the ESOP trust is a tax-exempt trust under Section 501(a) of default the Code; (n) each employee benefit plan sponsored by the Borrower intended to be qualified under Section 401(a) of the Code complies in form and in operation, with the requirements of Section 401(a) of the Code, the relevant provisions of ERISA, and any other applicable laws, rules, and regulations; (o) neither the Borrower nor any ERISA affiliate of the Borrower, nor any trustee, administrator, party in interest, disqualified person, or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), fiduciary of any provision employee benefit plans, has engaged in a “prohibited transaction,” as that term is defined in Section 4975 of this agreementthe Code or Section 406 of ERISA, which could directly or indirectly subject the applicable employee benefit plan, trust, the Notes Borrower or any other Related DocumentsERISA affiliate to any liability under the Code or ERISA; and (p) the securities of Borrower’s parent held by the ESOP are employer securities that are readily tradable on an established securities market within the meaning of Section 409(l)(1) of the Code.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (et) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (hi) it is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ik) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (jl) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose, ifthe Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreement, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is true and correct and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, (c) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid, enforceable and binding agreements, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, (d) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank are accurate and fairly reflect in all material respects the financial condition of the Persons to which they apply on their effective dates, which financial condition has not changed materially and adversely since those dates, (e) no litigation, claim, investigation, administrative proceeding or similar action is pending or or, to the Borrower’s knowledge, threatened against it, and no other event has occurred which may materially affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (f) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, (g) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, (i) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its business, and (j) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision of this agreement, the Notes or any other Related Documents.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit orother financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cb) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, , (dc) all balance sheets, profit and loss statements, . and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) no litigation, claim, investigation, . administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, operations other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fe) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (g) 0 it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (g) it is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (i) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for "purchasing" or event that would constitute a default "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the "Board") as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of this agreement, the Notes Board or any other Legal Requirement. The Borrower, other than a natural Person, further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in its state of organization and each state where it is doing business, and (b) the execution and delivery of this agreement and the other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ik) it owns, or is licensed to use, all trademarkstrademarks (including, without limitation, those identified on Exhibit A hereto), trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and (jl) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreementagreement and the other Related Documents to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs, and (m) the transactions contemplated by the Acquisition Agreement have been consummated in accordance with, and without any breach, waiver, modification or amendment of, the Notes or any other Related Documentsterms thereof.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facility, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities Facility that each of the following statements is and shall remain true and correct and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: as of such date: (a) its principal residence or chief executive office is at the address shown above or at another address of which the Bank has received written notice, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record Organizational Documents as of the date of this agreement and other Organizational Documents, unless the Borrower has given notice of a name change in accordance with Section 5.2E, (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank are accurate and as required by this Agreement fairly reflect present in all material respects the consolidated financial condition of the Persons to which they apply on their effective datesBorrower as of the dates presented and for the periods then ended, which financial condition has not changed materially and adversely since those dates, (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred it which may materially affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operationscould reasonably be expected to result in a Material Adverse Change, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by set forth on the Bank in writing, Schedule hereto, (fg) all of its material tax returns and reports that are or were required to be filed, have been filed, and all material taxes, assessments and other governmental charges have been paid in full, except those presently being (a) for deferred payment of any taxes contested by it in good faith appropriate proceedings promptly and diligently instituted and conducted and for which adequate reserves have been provided, provided in accordance with GAAP and (gb) to the extent that the failure to do so could not be reasonably expected to result in a Material Adverse Change, (h) it is not an "investment company" or a company "“controlled" ” by an "“investment company", ” within the meaning of the Investment Company Act of 1940, as amended, , (hi) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, Facility, (ij) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted except where the failure to own or license the same could not reasonably be expected to result in a Material Adverse Change, and and (jk) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank Lender to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a partyby the Borrower and/or any other Obligor party thereto, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it the Borrower or any Obligor or any property of the Borrower or such Obligor is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the BankLender) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank Lender in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' other Obligor's financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank Lender in writing, , (fg) all of its and each other Obligor's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it neither the Borrower nor any other Obligor is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) neither the Borrower nor any other Obligor is an a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it the Borrower or any other Obligor could assert with respect to this agreement or the Credit Facilities, , (ik) it the Borrower and each Obligor owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessthe Borrower's and such Obligor's business as currently conducted, and and (jl) there has been no defaultthe execution and delivery of this agreement and the other Related Documents by each Obligor to which it is a party and the performance of the obligations they impose, event of default (i) are within such Obligor's powers (including, without limitation, all corporate or event that would constitute a default or event of default (pending giving of notice or a lapse of time or bothlimited liability company power), (ii) have been duly authorized by all necessary action of any provision such Obligor's governing body, and (iii) do not contravene the terms of this agreement, the Notes such Obligor's Organizational Documents or any other Related Documentsagreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities amounts owing under the Notes and other Related Documents are paid in full: . The Borrower represents that: (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a partyNotes, and the performance of the obligations they impose, do not violate any Legal Requirementlaw, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or other Person, third party, (cb) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and Notes are valid, enforceable valid and binding agreements, except as may be limited by bankruptcyenforceable according to their terms, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (dc) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower is pending or threatened against itthreatened, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' the Borrower's financial condition, condition and properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fe) all of its the Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it the Borrower in good faith and for which adequate reserves have been provided, , (gf) it the Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (g) the Borrower is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it the Borrower could assert with respect to this agreement or the Credit Facilities, , (i) it the Borrower owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for "purchasing" or event that would constitute a default "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the "Board") as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of the Board. The Borrower, other than a natural person, further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in its state of organization and each state where it is doing business, and (b) the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its articles of incorporation or organization, its by-laws, or any partnership, operating or other Related Documentsagreement governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreement, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is true and correct and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, (c) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid, enforceable and binding agreements, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (d) all balance sheets, profit and loss statements, and other financial statements prepared in accordance with U.S. GAAP applied on a consistent basis with prior financial statements and other information furnished to the Bank are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, which financial condition has not changed materially and adversely since those dates, (e) no litigation, claim, investigation, administrative proceeding or similar action is pending or or, to Borrower’s knowledge, threatened against it, and no other event has occurred which may materially affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (f) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, (g) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, (i) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its business, and (j) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision of this agreement, the Notes or any other Related Documents.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ik) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and (jl) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs; and (m) with respect to the Borrowing Base, (i) each asset represented by it to be eligible for Borrowing Base purposes of this agreement conforms to the eligibility definitions set forth in this agreement (ii) all asset values delivered to the Bank will be true and correct, subject to immaterial variance; and be determined on a consistent accounting basis; (iii) except as agreed to the contrary by the Bank in writing, each asset is now and at all times hereafter will be in its physical possession and shall not be held by others on consignment, sale or approval, or sale or return; (iv) except as reflected in schedules delivered to the Bank, each asset is now and at all times hereafter will be of good and merchantable quality, free from defects; and (v) each asset is not now and will not at any other Related Documentstime hereafter be stored with a bailee, warehouseman, or similar Person without the Bank’s prior written consent, and in such event, it will concurrently at the time of bailment cause any such bailee, warehouseman, or similar Person to issue and deliver to the Bank, warehouseman receipts in the Bank’s name evidencing the storage of the assets.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facility, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities Facility that each of the following statements is and shall remain true and correct and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: as of such date: (a) its principal residence or chief executive office is at the address shown above or at another address of which the Bank has received written notice, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record Organizational Documents as of the date of this agreement and other Organizational Documents, unless the Borrower has given notice of a name change in accordance with Section 5.2E, (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank are accurate and as required by this Agreement fairly reflect present in all material respects the consolidated financial condition of the Persons to which they apply on their effective datesBorrower and its Subsidiaries as of the dates presented and for the periods then ended, which financial condition has not changed materially and adversely since those dates, (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred it which may materially affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operationscould reasonably be expected to result in a Material Adverse Change, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, writing prior to the date of this Agreement, (fg) all of its material tax returns and reports that are or were required to be filed, have been filed, and all material taxes, assessments and other governmental charges have been paid in full, except those presently being for deferred payment of any taxes contested by it appropriate proceedings promptly and diligently instituted and conducted, and except where the failure to do so could not reasonably be expected to result in good faith and for which adequate reserves have been provided, a Material Adverse Change, (gh) it is not required to register as an "“investment company" or a company "controlled" by an "investment company", ” within the meaning of the Investment Company Act of 1940, as amended, , (hi) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, Facility, (ij) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted except where the failure to own or license the same could not reasonably be expected to result in a Material Adverse Change, and (jk) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs and (l) since December 31, 2013, no Material Adverse Change has occurred.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementAgreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement Agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this Agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement Agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cb) this agreement Agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (dc) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect in all material respects the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) except as disclosed on Schedule 6.1 to this Agreement, no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred occurred, which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs affairs, or operations, operations other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fe) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gf) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (g) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement Agreement or the Credit Facilities, , (i) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for “purchasing” or event that would constitute a default “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the “Board”) as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of this agreement, the Notes Board or any other Legal Requirement. The Borrower, other than a natural Person, further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in its state of organization and each state where it is doing business, and (b) the execution and delivery of this Agreement and the other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ij) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (jk) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreement, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is true and correct and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, (c) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid, enforceable and binding agreements, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (d) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, which financial condition has not changed materially and adversely since those dates, (e) no litigation, claim, investigation, administrative proceeding or similar action is pending or threatened against it, and no other event has occurred which may materially affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (f) all of its tax returns and reports that are or were required to be filed, have been filed (or extensions with respect to such returns and reports were timely filed), and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, (g) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, (i) it owns, or is licensed to use, all material trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its business, and (j) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision of this agreement, the Notes or any other Related Documents.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' its’ Subsidiaries financial condition, properties, business, affairs affairs, or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) it is not a “holding company”, or a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ik) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (jl) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers; (ii) have been duly authorized by all necessary action of its governing body; and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities amounts owing under the Notes and other Related Documents are paid in full: . The Borrower represents that: (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a partyNotes, and the performance of the obligations they impose, do not violate any Legal Requirementlaw, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or other Person, third party, (cb) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and Notes are valid, enforceable valid and binding agreements, except as may be limited by bankruptcyenforceable according to their terms, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (dc) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower is pending or threatened against itthreatened, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' the Borrower's financial condition, condition and properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fe) all of its the Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it the Borrower in good faith and for which adequate reserves have been provided, , (gf) it the Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (g) the Borrower is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it the Borrower could assert with respect to this agreement or the Credit Facilities, , (i) it the Borrower owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for "purchasing" or event that would constitute a default "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the "Board") as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of the Board. The Borrower, other than a natural person, further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in each state where it is doing business, and (b) the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its articles of incorporation or organization, its by-laws, or any partnership, operating or other Related Documentsagreement governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementAgreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement Agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is true and correct and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: correct: (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement Agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement Agreement and the other Credit Facility Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement Agreement and the other Credit Facility Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Credit Facility Indebtedness are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective datesdates in accordance with GAAP, including contingent liabilities of every type required to be reported on such financial statements, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate could reasonably be expected to materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) to the Borrower’s actual knowledge, there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement Agreement or the Credit Facilities, , (ij) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (jk) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreementAgreement and the other Credit Facility Related Documents to which it is a party and the performance of the obligations they impose, if the Notes Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or any other Related Documentsagreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cb) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, , (dc) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, operations other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fe) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gf) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (g) it is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (i) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for "purchasing" or event that would constitute a default "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the "BOARD") as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of this agreement, the Notes Board or any other Legal Requirement. The Borrower, other than a natural Person, further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in its state of organization and each state where it is doing business, and (b) the execution and delivery of this agreement and the other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ij) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and (jk) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs; and (l) with respect to the Borrowing Base, (i) each asset represented by it to be eligible for Borrowing Base purposes of this agreement conforms to the eligibility definitions set forth in this agreement (ii) all asset values delivered to the Bank will be true and correct, subject to immaterial variance; and be determined on a consistent accounting basis; (iii) except as agreed to the contrary by the Bank in writing, each asset is now and at all times hereafter will be in its physical possession and shall not be held by others on consignment, sale or approval, or sale or return; (iv) except as reflected in schedules delivered to the Bank, each asset is now and at all times hereafter will be of good and merchantable quality, free from defects; and (v) each asset is not now and will not at any other Related Documentstime hereafter be stored with a bailee, warehouseman, or similar Person without the Bank’s prior written consent, and in such event, it will concurrently at the time of bailment cause any such bailee, warehouseman, or similar Person to issue and deliver to the Bank, warehouseman receipts in the Bank’s name evidencing the storage of the assets.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facility, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities Facility that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities Facility and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened (in writing) against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, Facility, (ij) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (jk) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , and if the Borrower is an individual, its name as it appears in this agreement is its exact name as is indicated on his/her most recently issued, valid driver's license or identification card issued by such Borrower's principal state of residence stated above, (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (hi) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ij) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and (jk) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs; and (1) with respect to the Borrowing Base, (i) each asset represented by it to be eligible for Borrowing Base purposes of this agreement conforms to the eligibility definitions set forth in this agreement (ii) all asset values delivered to the Bank will be true and correct, subject to immaterial variance ; and be determined on a consistent accounting basis; (iii) except as agreed to the contrary by the Bank in writing, each asset is now and at all times hereafter will be in its physical possession and shall not be held by others on consignment, sale or approval, or sale or return; (iv) except as reflected in schedules delivered to the Bank, each asset is now and at all times hereafter will be of good and merchantable quality, free from defects; and (v) each asset is not now and will not at any other Related Documentstime hereafter be stored with a bailee, warehouseman, or similar Person without the Bank's prior written consent, and in such event, it will concurrently at the time of bailment cause any such bailee, warehouseman, or similar Person to issue and deliver to the Bank, warehouseman receipts in the Bank's name evidencing the storage of the assets.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities amounts owing under the Notes and other Related Documents are paid in full: . The Borrower represents and warrants to the Bank that: (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, organizational documents, as amended, including any trust documents, (bc) the execution and delivery of this agreement and the other Related Documents to which it is a partyNotes, and the performance of the obligations they impose, do not violate any Legal Requirementlaw, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or other Person, third party, (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and Notes are valid, enforceable valid and binding agreements, except as may be limited by bankruptcyenforceable according to their terms, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower is pending or threatened against itthreatened, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' the Borrower’s financial condition, condition and properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its the Borrower’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it the Borrower in good faith and for which adequate reserves have been provided, , (gh) it the Borrower is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) the Borrower is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it the Borrower could assert with respect to this agreement or the Credit Facilities, , (ik) it the Borrower owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (jl) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose, if the Borrower is other than a natural person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its articles of incorporation or organization, its by-laws, or any partnership, operating or other Related Documentsagreement governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and arid warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank Bank, in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ik) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, ; know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j1) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose, if the Borrower is other titan a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce Borrower ---------------------------------------------- hereby makes the Bank to enter into this agreement, the Borrower represents following representations and warrants as of the date of this agreement warranties and as of the date of each request for credit under the Credit Facilities acknowledges and agrees that each and every one of the following statements is true representations and correct warranties shall survive closing and shall remain so until all Credit Facilities and all Liabilities under continue for as long as the Notes and other Related Documents are paid in fullLoan remains outstanding: (a) its name The Borrower has been duly organized and validly exists as it appears in a corporation under the laws of the State of New Jersey, has power to enter into this agreement is its exact name as it appears in its most recently filed public organic record Direct Loan Agreement and other Organizational Documents,the Note evidencing the debt obligation of the Borrower to the Authority hereunder and has authorized the taking of all action necessary to carry out and give effect to the transactions contemplated by this Direct Loan Agreement. (b) There is no action or proceeding pending or threatened against the Borrower before any court or administrative agency that might adversely affect the ability of the Borrower to perform its obligations under this Direct Loan Agreement and all authorizations, consents and approvals of governmental bodies or agencies, required in connection with the performance of the Borrower's obligations hereunder have been obtained and will be obtained whenever required hereunder or by law. (c) Neither the execution and delivery of this Direct Loan Agreement, the consummation of the transactions contemplated hereby, nor the fulfilment of or compliance with the terms and conditions of this Direct Loan Agreement is prevented, limited by, or conflicts with or results in a breach of, the terms, conditions, or provisions of any corporate restrictions or any evidence of indebtedness, agreement and the other Related Documents or instrument of whatever nature to which it the Borrower is now a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement party or by which it is bound, or require constitutes a default under any of the consent or approval of any other Person, (c) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid, enforceable and binding agreements, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity,foregoing. (d) All tax returns and reports of the Borrower required by law to be filed have been duly filed and all balance sheetstaxes, profit and loss statementsassessments, fees and other financial statements governmental charges upon the Borrower or upon any of its respective properties, assets, income or franchises which are due and payable pursuant to such returns and reports, or pursuant to any assessment received by the Borrower have been paid other information furnished to the Bank are accurate and fairly reflect the financial condition of the Persons to than those which they apply on their effective dates, which financial condition has not changed materially and adversely since those dates,may be presently payable without penalty or interest. (e) no litigationThe Borrower has, claimor will have, investigationtitle to all the Collateral whenever acquired or arising free and clear of all liens and claims, administrative proceeding or similar action is pending or threatened against itencumbrances, set-offs, defenses and counterclaims, and no other event has occurred which may materially affect it not made and will not make any assignment, pledge, mortgage, hypothecation or any of its Subsidiaries' financial condition, properties, business, affairs or operations, transfer (other than litigation, claims, sales or other events, if any, that have been disclosed to and acknowledged by leases in the Bank in writing,ordinary course of business) of any such Collateral or the proceeds thereof. (f) all There has been no material adverse change in the aggregate assets or aggregate liabilities or in the condition, financial or otherwise, of its tax returns and reports the Borrower from that are or were required set forth in the financial statements delivered to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid the Authority by the Borrower in full, except those presently being contested by it in good faith and for which adequate reserves have been provided,connection with this Direct Loan Agreement. (g) it is not an "investment company" or a company "controlled" All statements, representations and warranties made by an "investment company"the Borrower in its application to the Authority, within the meaning and any materials furnished in support of the Investment Company Act request for Authority financial assistance and this Direct Loan Agreement are true. It is specifically understood by the Borrower that all such statements, representations and warranties shall be deemed to have relied upon the Authority as an inducement to make the Loan and that if any such statements, representations or warranties were materially false at the time they were made or are breached during the term hereof, the Authority may, in its sole discreation, consider any such misrepresentation or breach an event of 1940default including without limitation, as amended,the Borrower's representation that it would not have been able to proceed with the Project without financial assistance from the Authority. (h) there The chief executive office of the Borrower is located at 0000 Xxxxxx Xxx Xxxx, Xxxxxxxx, Xxx Xxxxxx. None of the Borrower's books or records are no defenses or counterclaims, offsets or adverse claims, demands or actions maintained at any other location. The Borrower shall notify the Authority in writing of any kind, personal or otherwise, that it could assert with respect to this agreement or change in the Credit Facilities,location of the Borrower's chief executive office. (i) Borrower represents to the Authority that it ownshas at all times pertinent to this Direct Loan Agreement been represented by advisors of its own selection, including but not limited to attorneys-at-law and/or certified public accountants; that it has not relied upon any statement, representation, warranty, agreement or information provided by the Authority, its employees, agents or attorneys; that it acknowledges that it is licensed informed by its advisors of its respective rights, duties, and obligations with respect to usethe Loan under all applicable laws, all trademarksthat is has no set-offs, trade namesdefenses or counterclaims against the Authority with respect to the Loan, copyrights, technology, know-how and processes necessary that it is indebted to the Authority for the continued current conduct of its business, andamounts stated in this Direct Loan Agreement. (j) there Borrower further acknowledges and agrees that the Authority has been made no defaultstatements, event representations, warranties, agreements or provided information to it in order to induce the execution of default this Direct Loan Agreement. Borrower further acknowledges and agrees that all agreements of the parties are set forth in this Direct Loan Agreement or event that would constitute a default in the financing documents executed by Borrower prior to or event of default on even date hereof. (pending giving of notice or a lapse of k) If during any time or both)the Loan remains outstanding, the Borrower becomes aware of any provision facts, occurrences, information, statements, or events that render any of this agreementthe foregoing representations or warranties herein made untrue or materially misleading or incomplete, Borrower shall immediately notify the Notes Authority in writing of such facts, occurrences, information, statements or any other Related Documentsevents.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct,(i) in the case of the representations and warranties qualified by materiality or material adverse effect, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of the request for and funding, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and shall remain so as of such prior date, throughout the term of this agreement and until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above or such other address as set forth in a notice delivered pursuant to Section 5.2.F.(4), (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and Organizational Documents or such other Organizational Documents, name as set forth in a notice delivered pursuant to Section 5.2.F.(4), (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and and, to the extent required by the applicable governmental authority or applicable law, for which adequate reserves have been provided, pledged or reserved to insure payment, (gh) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (hi) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ij) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and (jk) there has the execution and delivery of this agreement and the Notes and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been no defaultduly authorized by all necessary action of its governing body, event and (iii) do not contravene the terms of default its Organizational Documents or event other agreement or document governing its affairs; and (l) with respect to the Borrowing Base, (i) each asset represented by it to be eligible for Borrowing Base purposes of this agreement conforms to the eligibility definitions set forth in this agreement (ii) all asset values delivered to the Bank will be true and correct, subject to immaterial variance; and be determined on a consistent accounting basis; (iii) except as agreed to the contrary by the Bank in writing, each asset is now and at all times hereafter will be in its physical possession and shall not be held by others on consignment, sale or approval, or sale or return; (iv) except as reflected in schedules delivered to the Bank, each asset is now and at all times hereafter will be of good and merchantable quality, free from defects; and (v) each asset is not now and will not at any time hereafter be stored with a bailee, warehouseman, or similar Person without the Bank's prior written consent (it being acknowledged and agreed that would constitute a default or event of default (pending giving of notice or a lapse of time or boththe Bank hereby consents to the bailees, warehousemen, and similar Persons with which the Borrower and Guarantors current store their assets), and in such event, it will use commercially reasonable best efforts to cause any such bailee, warehouseman, or similar Person to issue and deliver to the Bank, warehouseman receipts in the Bank's name evidencing the storage of any provision of this agreement, the Notes or any other Related Documentsassets.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities amounts owing under the Notes and other Related Documents are paid in full: . The Borrower represents that: (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a partyNotes, and the performance of the obligations they impose, do not violate any Legal Requirementlaw, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or other Person, third party, (cb) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and Notes are valid, enforceable valid and binding agreements, except as may be limited by bankruptcyenforceable according to their terms, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (dc) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower is pending or threatened against itthreatened, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' the Borrower's financial condition, condition and properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fe) all of its the Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it the Borrower in good faith and for which adequate reserves have been provided, , (gf) it the Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (g) the Borrower is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it the Borrower could assert with respect to this agreement or the Credit Facilities, , (i) it the Borrower owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for "purchasing" or event that would constitute a default "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the "Board") as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of the Board. The Borrower, other than a natural person, further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in its state of organization and each stale where it is doing business, and (b) the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its articles of incorporation or organization, its by-laws, or any partnership, operating or other Related Documentsagreement governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities amounts owing under the Notes and other Related Documents are paid in full: . The Borrower represents and warrants to the Bank that: (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, organizational documents, as amended, including any trust documents, (bc) the execution and delivery of this agreement and the other Related Documents to which it is a partyNotes, and the performance of the obligations they impose, do not violate any Legal Requirementlaw, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or other Person, third party, (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and Notes are valid, enforceable valid and binding agreements, except as may be limited by bankruptcyenforceable according to their terms, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower is pending or threatened against itthreatened, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' the Borrower’s financial condition, condition and properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its the Borrower’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it the Borrower in good faith and for which adequate reserves have been provided, , (gh) it the Borrower is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) the Borrower is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it the Borrower could assert with respect to this agreement or the Credit Facilities, , (ik) it the Borrower owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j1) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose, if the Borrower is other than a natural person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its articles of incorporation or organization, its by-laws, or any partnership, operating or other Related Documentsagreement governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities amounts owing under the Notes and other Related Documents are paid in full: . The Borrower represents that: (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a partyNotes, and the performance of the obligations they impose, do not violate any Legal Requirementlaw, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or other Person, third party, (cb) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and Notes are valid, enforceable valid and binding agreements, except as may be limited by bankruptcyenforceable according to their terms, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (dc) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower is pending or threatened against itin writing, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' the Borrower’s financial condition, condition and properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fe) all of its the Borrower’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it the Borrower in good faith and for which adequate reserves have been provided, , (gf) it the Borrower is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (g) the Borrower is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it the Borrower could assert with respect to this agreement or the Credit Facilities, , (i) it the Borrower owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for “purchasing” or event that would constitute a default “carrying” any “margin stock”within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the “Board”) as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of the Board. The Borrower further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in Delaware and is qualified to transact business in the State of New York and the State of New Jersey, and (b) the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its articles of incorporation or organization, its by-laws, or any partnership, operating or other Related Documentsagreement governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Credit Liabilities under the Notes and other Related Credit Documents are paid in full: : (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Credit Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cb) this agreement and the other Related Credit Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (dc) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Credit Liabilities are accurate and fairly reflect present the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may materially affect it which, in any one case or any of its Subsidiaries' financial conditionin the aggregate, properties, business, affairs or operations, could reasonably be expected to have a Material Adverse Effect other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fe) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gf) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (g) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (i) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for “purchasing” or event that would constitute a default “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the “Board”) as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of this agreement, the Notes Board or any other Related DocumentsLegal Requirement. The Borrower further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in its state of organization and each state where it is doing business, and (b) the execution and delivery of this agreement and the other Credit Documents to which it is a party and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ik) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (jl) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs. Borrower incorporates herein by this reference all its representations and warranties contained in the Consent.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cb) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (dc) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs affairs, or operations, operations other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fe) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gf) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment investment Company Act of 1940, as amended, , (g) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (i) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for “purchasing” or event that would constitute a default “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the “Board”) as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of this agreement, the Notes Board or any other Legal Requirement. The Borrower, other than a natural Person, further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in its state of organization and each state where it is doing business, and (b) the execution and delivery of this agreement and the other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct in all material respects throughout the term of this agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall remain so be true and correct in all material respects as of such earlier date, and until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above or such other address as specified in writing by Borrower to Bank, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, Documents or as otherwise specified in writing by Borrower to Bank, (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or or, to the knowledge of the Borrower, threatened against it, and no other event has occurred which may in any one case or in the aggregate, materially adversely affect it or any of its Subsidiaries' ’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges due and owing have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ik) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes reasonably necessary for the continued current conduct of its businessbusiness as currently conducted, and and (jl) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities amounts owing under the Notes and other Related Documents are paid in full: . The Borrower represents that: (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a partyNotes, and the performance of the obligations they impose, do not violate any Legal Requirementlaw, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or other Person, third party, (cb) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and Notes are valid, enforceable valid and binding agreements, except as may be limited by bankruptcyenforceable according to their terms, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (dc) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower is pending or threatened against itthreatened, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' the Borrower's financial condition, condition and properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, writing and as disclosed in the Borrower’s Form 10-Q and 10-K filings, (fe) all of its the Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it the Borrower in good faith and for which adequate reserves have been provided, , (gf) it the Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (g) the Borrower is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it the Borrower could assert with respect to this agreement or the Credit Facilities, , (i) it the Borrower owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for "purchasing" or event that would constitute a default "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the "Board") as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of the Board. The Borrower, other than a natural person, further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in its state of organization and each state where it is doing business, and (b) the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its articles of incorporation or organization, its by-laws, or any partnership, operating or other Related Documentsagreement governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities amounts owing under the Notes and other Related Documents are paid in full: . The Borrower represents that: (a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, (b) the execution and delivery of this agreement and the other Related Documents to which it is a partyNotes, and the performance of the obligations they impose, do not violate any Legal Requirementlaw, conflict in any material way with any agreement by which it is bound, or require the consent or approval of any governmental authority or other Person, third party, (cb) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and Notes are valid, enforceable valid and binding agreements, except as may be limited by bankruptcyenforceable according to their terms, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (dc) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ed) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower which would have a Material Adverse Effect is pending or threatened against itthreatened, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' the Borrower’s financial condition, condition and properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fe) all of its the Borrower’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it the Borrower in good faith and for which adequate reserves have been provided, , (gf) it the Borrower is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (g) the Borrower is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it the Borrower could assert with respect to this agreement or the Credit Facilities, , (i) it the Borrower owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and the absence of ownership or licenses of which would have a Material Adverse Effect, and (j) there has been no default, event part of default the proceeds of the Credit Facilities will be used for “purchasing” or event that would constitute a default “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System of the United States (the “Board”) as now and from time to time hereafter in effect or event of default (pending giving of notice or a lapse of time or both), for any purpose which violates the provisions of any provision regulations of the Board. The Borrower, other than a natural person, further represents that: (a) it is duly organized and validly existing under the laws of the state where it is organized and is in good standing in its state of organization and each state where it is doing business, and (b) the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its articles of incorporation or organization, its by-laws, or any partnership, operating or other Related Documentsagreement governing its affairs.

Representations and Warranties by the Borrower. To induce the Bank to enter into this agreementagreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, , (hi) it is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, , (ik) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and (j1) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, agreement and the Notes and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs; and (m) with respect to the Borrowing Base, (i) each asset represented by it to be eligible for Borrowing Base purposes of this agreement conforms to the eligibility definitions set forth in this agreement (ii) all asset values delivered to the Bank will be true and correct, subject to immaterial variance; and be determined on a consistent accounting basis; (iii) except as agreed to the contrary by the Bank in writing, each asset is now and at all times hereafter will be in its physical possession and shall not be held by others on consignment, sale or approval, or sale or return; (iv) except as reflected in schedules delivered to the Bank, each asset is now and at all times hereafter will be of good and merchantable quality, free from defects; and (v) each asset is not now and will not at any other Related Documentstime hereafter be stored with a bailee, warehouseman, or similar Person without the Bank's prior written consent, and in such event, it will concurrently at the time of bailment cause any such bailee, warehouseman, or similar Person to issue and deliver to the Bank, warehouseman receipts in the Bank's name evidencing the storage of the assets.

Representations and Warranties by the Borrower. To induce the Bank Agent and each Lender to enter into this agreementAgreement and to extend credit or other financial accommodations under the Credit Facility, the Borrower represents and warrants as of the date of this agreement Agreement and as of the date of each request for credit under the Credit Facilities Facility that each of the following statements is and shall remain true and correct throughout the term of this Agreement and shall remain so until all Credit Facilities Facility and all Liabilities under the Notes and other Related Documents are paid in full: : (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement Agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents, , (bc) the execution and delivery of this agreement Agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, , (cd) this agreement Agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the BankAgent) and are validvalid and binding agreements of those Persons, enforceable and binding agreementsaccording to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, , (de) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank Agent in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, , (ef) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened (in writing) against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank Agent in writing, , (fg) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, , (gh) it is not an "“investment company" ” or a company "“controlled" ” by an "“investment company"”, within the meaning of the Investment Company Act of 1940, as amended, , (hi) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement Agreement or the Credit Facilities, Facility, (ij) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the continued current conduct of its businessbusiness as currently conducted, and and (jk) there has been no default, event of default or event that would constitute a default or event of default (pending giving of notice or a lapse of time or both), of any provision the execution and delivery of this agreement, Agreement and the Notes or any other Related DocumentsDocuments to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.