Common use of Representations and Warranties; Etc Clause in Contracts

Representations and Warranties; Etc. The Borrower and each of the Guarantors hereby jointly and severally represent and warrant to the Bank that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been duly authorized by all requisite corporate, partnership or trust proceedings, as appropriate, and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of the Borrower or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date, except to the extent such representations were made as of a specific date; (d) no default or Event of Default under the Agreement, as amended hereby, or any other Loan Document has occurred and is continuing, unless such default or Event of Default has been specifically waived in writing by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Documents, as amended hereby.

Representations and Warranties; Etc. The Borrower Immediately prior to, and each of immediately after giving effect to, this Amendment, the Guarantors hereby jointly following statements shall be true and severally represent and warrant to the Bank that correct: (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been duly authorized by all requisite corporate, partnership or trust proceedings, as appropriate, and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of the Borrower or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained set forth in each Loan Document (as defined in the Agreement and the other Loan DocumentsCredit Agreement) shall, as amended herebyin each case, are be true and correct in all material respects on with the same effect as if then made (or in the case of any representation and warranty subject to a materiality qualifier, true and correct in all respects), unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (b) the date hereof Borrower has full power, authority and on legal right to enter into this Amendment and perform its obligations under this Amendment and each Loan Document as of amended hereby or thereby; (c) the date of execution hereof as though made on transactions contemplated by this Amendment are within the Borrower’s corporate powers and as of each such datehave been duly authorized by all necessary corporate and, except to if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by the extent such representations were made as of a specific date; Borrower; (d) none of the transactions contemplated by this Amendment (i) requires any Governmental Approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, except for such as have been obtained or made and are in full force and effect, (ii) will violate (1) any applicable Law, the violation of which could reasonably be expected to result in a Material Adverse Effect, (2) any Organic Document of any Obligor or any of its Subsidiaries or (3) any order of any Governmental Authority the violation of which could reasonably be expected to result in a Material Adverse Effect, (iii) will violate or result in a default under any Contract binding upon any Obligor or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected (x) to result in a Material Adverse Effect or (y) solely in respect of any Material Agreement, to give rise to any rights thereunder to require any payments to be made by any such Person, any Obligor or any of their respective Subsidiaries and (iv) will result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of any Obligor or any of its Subsidiaries; and (e) no default Default or Event of Default under the Agreement, as amended hereby, or any other Loan Document has shall have then occurred and is be continuing, unless such default or Event of Default has been specifically waived in writing by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Documents, as amended hereby.

Representations and Warranties; Etc. The Borrower and each of the Guarantors hereby jointly and severally represent and warrant to the Bank that (a) The Bond Trustee will not be responsible for any recitals or statements or warranties or representations of any party (other than the Bond Trustee) contained herein or in any other Transaction Document or any other document entered into in connection therewith and may assume the accuracy and correctness thereof and will not be responsible for the execution, delivery and performance legality, effectiveness, adequacy, genuineness, validity or enforceability or admissibility in evidence of this Amendment and any and all such agreement or other Loan Documents executed and/or delivered in connection herewith document or any trust or security thereby constituted or evidenced. The Bond Trustee may accept without enquiry, requisition or objection such title as the Guarantor may have been duly authorized by all requisite corporate, partnership to the Charged Property or trust proceedings, as appropriate, any part thereof from time to time and will not contravenebe required to investigate or make any enquiry into the title of the Guarantor to the Charged Property or any part thereof from time to time whether or not any default or failure is or was known to the Bond Trustee or might be, or constitute a default undermight have been, any provision discovered upon examination, inquiry or investigation and whether or not capable of applicable law or regulation or remedy. Notwithstanding the generality of the Agreement foregoing, each Secured Creditor will be solely responsible for making its own independent appraisal of Limited Partnershipand investigation into the financial condition, Articles of Incorporationcreditworthiness, By-Lawscondition, Trust Agreement or other organizational documentaffairs, as applicable, status and nature of the Borrower or any Guarantor, and the Bond Trustee will not at any time have any responsibility for the same and each Secured Creditor will not rely on the Bond Trustee in respect thereof. (b) The Bond Trustee will not be responsible for any loss, expense or liability, which may be suffered as a result of any mortgage, indenture, material contract, material agreement Loans or other material instrumenttheir Related Security, or any judgmentdeeds or documents of title thereto, order being uninsured or decreeinadequately insured or being held by clearing organisations or their operators or by intermediaries such as banks, binding upon the Borrower or any Guarantor; (b) the officer(s) brokers or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute similar Persons on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; the Bond Trustee. The Bond Trustee will not be responsible for (ci) supervising the representations and warranties contained in performance by the Agreement and Issuer, the other Loan Documents, as amended hereby, are true and correct in all material respects on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date, except to the extent such representations were made as of a specific date; (d) no default or Event of Default under the Agreement, as amended hereby, Guarantor or any other Loan Document party to the Transaction Documents of their respective obligations under the Transaction Documents and the Bond Trustee will be entitled to assume, until it has occurred and is continuingwritten notice to the contrary, unless that all such default Persons are properly performing their duties of their respective obligations under the Transaction Documents; (ii) considering the basis on which approvals or Event of Default has been specifically waived in writing consents are granted by the BankGuarantor or any other party to the Transaction Documents under the Transaction Documents; (iii) monitoring the Portfolio, including, without limitation, whether the Portfolio is in compliance with the Asset Coverage Test and/or the Amortization Test; or (iv) monitoring whether Loans and (e) Related Security satisfy the Borrower Eligibility Criteria. The Bond Trustee will not be liable to any Secured Creditor for any failure to make or to cause to be made on their behalf the searches, investigations and enquiries which would normally be made by a prudent chargee in relation to the Security and have no responsibility in relation to the legality, validity, sufficiency and enforceability of the Security and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Transaction Documents, as amended hereby.

Representations and Warranties; Etc. (a) The Borrower Buyer hereby acknowledges and agrees that the Seller is not making any representation or warranty whatsoever, express or implied, including without limitation in respect of the Seller, each of the Companies or their respective assets, liabilities and businesses, except for those representations and warranties of the Seller explicitly set forth in this Agreement, together with the Seller Disclosure Schedule or supplement thereto or in any certificate contemplated hereby and delivered by the Seller in connection herewith (notwithstanding the delivery or disclosure to the Buyer or its Representatives of any other documents or information). (b) Other than pursuant to this Agreement, neither the Buyer or any of its officers, directors, partners, employees, Affiliates, Representatives or agents, (collectively, the "Buying Group") nor the Seller or any of its officers, directors, partners, employees, Affiliates, Representatives or agents, (collectively, the "Selling Group") shall have any liability or responsibility to any Person, including, without limitation, the Buyer or the Seller for (and each of them unconditionally releases the Guarantors Selling Group and the Buying Group from) any liability or obligation, whether contingent or absolute, whether arising prior to, on or after, and whether determined or indeterminable on, the Closing Date, and whether or not specifically referred to in this Agreement, (i) relating to this Agreement and the transactions contemplated hereby, (ii) arising out of or due to any inaccuracy of any representation or warranty or the breach of any covenant, undertaking or other agreement of the Buyer or the Seller contained in this Agreement, the Seller Disclosure Schedule or in any certificate contemplated hereby jointly and severally represent and warrant to delivered by the Bank that (a) Buyer or the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered Seller in connection herewith have been duly authorized and (iii) relating to any information (whether written or oral), documents or materials furnished by all requisite corporate, partnership or trust proceedings, as appropriate, and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of the Borrower Seller or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, its Affiliates or any judgmentof its respective Representatives, order including the Information Memorandum dated March 2002 prepared by McFarland Dewey & Co., LLC xxx xxx xxxxxxxtion, documents or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date, except available to the extent such representations were made as of a specific date; (d) no default or Event of Default under the Agreement, as amended hereby, Buyer in "data rooms," management presentations or any other Loan Document has occurred and is continuing, unless such default or Event form in expectation of Default has been specifically waived in writing the transactions contemplated by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Documents, as amended herebythis Agreement.

Representations and Warranties; Etc. (a) Each of the Borrowers and the Guarantor hereby represents and warrants to the Agent and the Banks as of the date hereof, and as of any date on which the conditions set forth in Section 33 below are met, as follows: (i) The Borrower execution and delivery by each of the Guarantors hereby jointly Borrowers and severally represent and warrant the Guarantor of this Amendment, Amendment No. 8 to the Bank that (a) the execution, delivery and performance of this Amendment and any Funding Agreement and all other Loan Documents instruments and agreements required to be executed and/or and delivered by each of the Borrowers and the Guarantor in connection herewith have been duly authorized by all requisite corporatewith the transactions contemplated hereby or thereby or referred to herein or therein (collectively, partnership or trust proceedings, as appropriatethe "Amendment Documents"), and will not contravene, or constitute a default under, any provision of applicable law or regulation or the performance by each of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of Borrowers and the Borrower or any Guarantor, or Guarantor of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon of their obligations and agreements under the Borrower or any Guarantor; (b) Amendment Documents and the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as within the corporate or other authority of each of the date hereof Borrowers and the Guarantor, as the case may be, have been duly authorized by all necessary proceedings on and as behalf of each of the date Borrowers and the Guarantor, as the case may be, and do not and will not contravene any provision of execution hereof law or of any judgment, order or decree applicable to or binding on the Borrowers (or any of them) or the Guarantor, or of the Borrowers' or the Guarantor's charter, other incorporation or organizational papers, or by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon the Borrowers (or either of them) or the Guarantor. (ii) Each of the Amendment Documents and the Loan Agreement and other Loan Documents, as though made on amended hereby, to which any of the Borrowers or the Guarantor is a party constitutes a legal, valid and as binding obligation of each such datePerson, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the extent such representations were made as enforcement of a specific date; creditors' rights. (diii) no default No approval or Event consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by each of Default under the AgreementBorrowers and the Guarantor of the Amendment Documents or the Loan Agreement or other Loan Documents, as amended hereby, or any the consummation by each of the Borrowers and the Guarantor of the transactions among the parties contemplated hereby and thereby or referred to herein or therein. (iv) The representations and warranties contained in Article 4 of the Loan Agreement and in the other Loan Document has occurred Documents were true and is continuing, unless such default correct at and as of the date made. Except to the extent of changes resulting from transactions contemplated or Event of Default has been specifically waived in writing permitted by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Loan Agreement and the other Loan Documents, changes occurring in the ordinary course of business (which changes, either singly or in the aggregate, have not been materially adverse to the interests of the Banks) and to the extent that such representations and warranties relate expressly to an earlier date and after giving effect to the provisions hereof, such representations and warranties, after giving effect to this Amendment, also are correct at and as amended herebyof the date hereof. (v) Each of the Borrowers and the Guarantor has performed and complied in all material respects with all terms and conditions herein and in the Loan Documents required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Event of Default or Default. (b) Each of the Borrowers and the Guarantor acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties referred to in Article 4 of the Loan Agreement, a breach of which shall constitute an Event of Default.

Representations and Warranties; Etc. The Borrower and each of the Guarantors hereby jointly and severally represent and warrant to the Bank that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been duly authorized by all requisite corporate, partnership or trust proceedings, as appropriate, and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of the Borrower or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, Each of the Borrower and each Guarantor executing the Guarantors hereby represents and delivering this Amendment warrants to the Agent and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution the Banks as of the board date hereof, and as of directorsany date on which the conditions set forth in Section 37 below are met, board of managers or trustees as follows: (or other applicable governing bodyi) The execution and delivery by each of the Borrower and each such Guarantorthe Guarantors of this Amendment, Amendment No. 5 to execute on behalf of each such entity this Amendment and any the Financial Agreement and all other Loan Documents instruments and agreements required to be executed and/or and delivered by each of the Borrower and the Guarantors in connection herewith; with the transactions contemplated hereby and thereby or referred to herein or therein (c) collectively, the representations "Amendment Documents"), and warranties contained in the performance by each of the Borrower and the Guarantors of any of their respective obligations and agreements under the Amendment Documents, the Loan Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as within the corporate or other authority of each of the date hereof Borrower and the Guarantors, as the case may be, have been duly authorized by all necessary proceedings on and as behalf of each of the date Borrower and the Guarantors, as the case may be, and do not and will not contravene any provision of execution hereof law or of any judgment, order or decree applicable to or binding on the Borrower or the Guarantors, or of the Borrower's or either Guarantor's charter, other incorporation or organizational papers, or by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon the Borrower or the Guarantors. (ii) Each of the Amendment Documents and the Loan Agreement and other Loan Documents, as though made on amended hereby, to which the Borrower or a Guarantor is a party constitutes a legal, valid and as binding obligation of each such datePerson, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the extent such representations were made as enforcement of a specific date; creditors' rights. (diii) no default No approval or Event consent of, or filing with, any Governmental Authority is required to make valid and legally binding the execution, delivery or performance by each of Default under the AgreementBorrower and the Guarantors of the Amendment Documents or the Loan Agreement or other Loan Documents, as amended hereby, or any other Loan Document has occurred and is continuing, unless such default or Event the consummation by each of Default has been specifically waived in writing by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants of the transactions among the parties contemplated hereby and agreements thereby or referred to herein or therein. (iv) The representations and warranties contained in Article 4 of the Loan Agreement and in the other Loan Documents were true and correct at and as of the date made. Except to the extent of changes resulting from transactions contemplated or permitted by the Loan Agreement and the other Loan Documents, changes occurring in the ordinary course of business (which changes, either singly or in the aggregate, have not been materially adverse to the interests of the Banks or the Senior Note Holders) and to the extent that such representations and warranties relate expressly to an earlier date and after giving effect to the provisions hereof, such representations and warranties, after giving effect to this Amendment, also are correct at and as amended herebyof the date hereof. (v) Each of the Borrower and the Guarantors has performed and complied in all material respects with all terms and conditions herein and in the Loan Documents required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Event of Default or Default. (b) Each of the Borrower and the Guarantors acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties referred to in Article 4 of the Loan Agreement, a breach of which shall constitute an Event of Default.

Representations and Warranties; Etc. The Borrower Immediately prior to, and each of immediately after giving effect to, this Amendment, the Guarantors hereby jointly following statements shall be true and severally represent and warrant to the Bank that correct: (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been duly authorized by all requisite corporate, partnership or trust proceedings, as appropriate, and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of the Borrower or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained set forth in each Loan Document (as defined in the Agreement and the other Loan DocumentsCredit Agreement) shall, as amended herebyin each case, are be true and correct in all material respects on with the same effect as if then made (or in the case of any representation and warranty subject to a materiality qualifier, true and correct in all respects), unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (b) the date hereof Borrower has full power, authority and on legal right to enter into this Amendment and perform its obligations under this Amendment and each Loan Document as of amended hereby or thereby; (c) the date of execution hereof as though made on transactions contemplated by this Amendment are within the Borrower’s corporate powers and as of each such datehave been duly authorized by all necessary corporate and, except to if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by the extent such representations were made as of a specific date; Borrower; (d) none of the transactions contemplated by this Amendment (i) requires any Governmental Approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, except for such as have been obtained or made and are in full force and effect, (ii) will violate (1) any applicable Law, the violation of which could reasonably be expected to result in a Material Adverse Effect, (2) any Organic Document of any Obligor or any of its Subsidiaries or (3) any order of any Governmental Authority the violation of which could reasonably be expected to result in a Material Adverse Effect, (iii) will violate or result in a default under any Contract binding upon any Obligor or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected (x) to result in a Material Adverse Effect or (y) solely in respect of any Material Agreement, to give rise to any rights thereunder to require any payments to be made by any such Person, any Obligor or any of their respective Subsidiaries and (iv) will result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of any Obligor or any of its Subsidiaries; and (e) no default Default or Event of Default under the Agreement, as amended hereby, or any other Loan Document has shall have then occurred and is be continuing, unless such default or Event of Default has been specifically waived in writing by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Documents, as amended hereby.. ny-1936167

Representations and Warranties; Etc. (a) The Borrower Parties hereby acknowledge and agree that no Party is making any representation or warranty whatsoever, express or implied, except those representations and warranties explicitly set forth in this Agreement or in Disclosure Schedule or in any certificate contemplated hereby and delivered in connection herewith. (b) Except as set forth in Section 8.3, the Parties agree that on and after the Closing Date none of the APP Holders or any of their respective officers, directors or Representatives, as the case may be, of the APP Holders (collectively, the “Selling Group”), shall have any liability or responsibility to any Person, including, without limitation, Ness or APP, for (and each of them unconditionally releases the Guarantors Selling Group from) any liability or obligation of, or arising out of, or relating to, Ness or APP of whatever kind or nature, whether contingent or absolute, whether arising prior to, on or after, and whether determined or indeterminable on, the Closing Date, and whether or not specifically referred to in this Agreement, including, without limitation, liabilities and obligations (i) relating to this Agreement and the transactions contemplated hereby, (ii) arising out of or due to any inaccuracy of any representation or warranty or the breach of any covenant, undertaking or other agreement of in this Agreement, Disclosure Schedule or in any certificate contemplated hereby jointly and severally represent and warrant to the Bank that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith and (iii) relating to any information (whether written or oral), documents or materials furnished by the APP Holders, APP or any of its Affiliates or any of their respective Representatives and any information, documents or material made available to Ness in certain “data rooms”, management presentations or any other form in expectation of the transactions contemplated by this Agreement. (c) Except as set forth in Section 8.3, the Parties agree that on and after the Closing Date neither Ness nor any of its officers, directors or Representatives, shall have been duly authorized by all requisite corporateany liability or responsibility to the Selling Group, partnership for (and each of them unconditionally releases Ness from) any liability or trust proceedingsobligation of, as appropriateor arising out of, or relating to, Ness of whatever kind or nature, whether contingent or absolute, whether arising prior to, on or after, and will not contravenewhether determined or indeterminable on, the Closing Date, (i) relating to this Agreement and the transactions contemplated hereby, (ii) arising out of or constitute a default underdue to any inaccuracy of any representation or warranty or the breach of any covenant, any provision of applicable law or regulation or of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement undertaking or other organizational documentagreement of in this Agreement, as applicable, of the Borrower Disclosure Schedule or in any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, of the Borrower certificate contemplated hereby and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized(iii) relating to any information (whether written or oral), documents or materials furnished by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date, except to the extent such representations were made as of a specific date; (d) no default or Event of Default under the Agreement, as amended herebyNess, or any of its officers, directors or Representatives and any information, documents or material made available to the Selling Group in certain “data rooms”, management presentations or any other Loan Document has occurred and is continuing, unless such default or Event form in expectation of Default has been specifically waived in writing the transactions contemplated by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Documents, as amended herebythis Agreement.

Representations and Warranties; Etc. The (a) Each of the Borrower and the Guarantor hereby represents and warrants to the Agent and the Banks as of the date hereof, and as of any date on which the conditions set forth in Section 45 below are met, as follows: (i) The execution and delivery by each of the Guarantors hereby jointly Borrower and severally represent and warrant to the Bank that (a) the execution, delivery and performance Guarantor of this Amendment and any and all other Loan Documents instruments and agreements required to be executed and/or and delivered in connection herewith have been duly authorized by all requisite corporate, partnership or trust proceedings, as appropriate, and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of the Borrower or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, each of the Borrower and each the Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected with the transactions contemplated hereby or referred to herein (collectively, the "Amendment --------- Documents"), and are authorized, the performance by resolution of the board of directors, board of managers or trustees (or other applicable governing body) each of the Borrower and each such Guarantor, to execute on behalf --------- the Guarantor of each such entity this any of its obligations and agreements under the Amendment Documents and any and all other the Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as within the corporate or other authority of each of the date hereof Borrower and the Guarantor, as the case may be, have been duly authorized by all necessary proceedings on and as behalf of each of the date Borrower and the Guarantor, as the case may be, and do not and will not contravene any provision of execution hereof law or of any judgment, order or decree applicable to or binding on the Borrower or the Guarantor, or of the Borrower's or the Guarantor's charter, other incorporation or organizational papers, or by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon the Borrower or the Guarantor. (ii) Each of the Amendment Documents and the Loan Agreement and other Loan Documents, as though made on amended hereby, to which the Borrower or the Guarantor is a party constitutes a legal, valid and as binding obligation of each such datePerson, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the extent such representations were made as enforcement of a specific date; creditors' rights. (diii) no default No approval or Event consent of, or filing with, any Governmental Authority is required to make valid and legally binding the execution, delivery or performance by each of Default under the AgreementBorrower and the Guarantor of the Amendment Documents or the Loan Agreement or other Loan Documents, as amended hereby, or any other Loan Document has occurred and is continuing, unless such default or Event the consummation by each of Default has been specifically waived in writing by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants Guarantor of the transactions among the parties contemplated hereby and agreements thereby or referred to herein or therein. (iv) The representations and warranties contained in Article 4 of the Loan Agreement and in the other Loan Documents were true and correct at and as of the date made. Except to the extent of changes resulting from transactions contemplated or permitted by the Loan Agreement and the other Loan Documents, changes occurring in the ordinary course of business (which changes, either singly or in the aggregate, have not been materially adverse) and to the extent that such representations and warranties relate expressly to an earlier date and after giving effect to the provisions hereof, such representations and warranties, after giving effect to this Amendment, also are correct at and as amended herebyof the date hereof. (v) Each of the Borrower and the Guarantor has performed and complied in all material respects with all terms and conditions herein and in the Loan Documents required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Event of Default or Default. (b) Each of the Borrower and the Guarantor acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties referred to in Section 4 of the Loan Agreement, a breach of which shall constitute an Event of Default.

Representations and Warranties; Etc. (a) Each of the Borrowers and the Guarantor hereby represents and warrants to the Agent and the Banks as of the date hereof, and as of any date on which the conditions set forth in Section 45 below are met, as follows: (i) The Borrower execution and delivery by each of the Guarantors hereby jointly Borrowers and severally represent and warrant to the Bank that (a) the execution, delivery and performance Guarantor of this Amendment and any and all other Loan Documents instruments and agreements required to be executed and/or and delivered by each of the Borrowers and the Guarantor in connection herewith have been duly authorized by all requisite corporatewith the transactions contemplated hereby or referred to herein (collectively, partnership or trust proceedings, as appropriatethe "Amendment Documents"), and will not contravene, or constitute a default under, any provision of applicable law or regulation or the performance by each of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of Borrowers --------- --------- and the Borrower or any Guarantor, or Guarantor of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon of its obligations and agreements under the Borrower or any Guarantor; (b) Amendment Documents and the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as within the corporate or other authority of each of the date hereof Borrowers and the Guarantor, as the case may be, have been duly authorized by all necessary proceedings on and as behalf of each of the date Borrowers and the Guarantor, as the case may be, and do not and will not contravene any provision of execution hereof law or of any judgment, order or decree applicable to or binding on the Borrowers (or any of them) or the Guarantor, or of the Borrowers' or the Guarantor's charter, other incorporation or organizational papers, or by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon the Borrowers (or either of them) or the Guarantor. (ii) Each of the Amendment Documents and the Loan Agreement and other Loan Documents, as though made on amended hereby, to which any of the Borrowers or the Guarantor is a party constitutes a legal, valid and as binding obligation of each such datePerson, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the extent such representations were made as enforcement of a specific date; creditors' rights. (diii) no default No approval or Event consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by each of Default under the AgreementBorrowers and the Guarantor of the Amendment Documents or the Loan Agreement or other Loan Documents, as amended hereby, or any the consummation by each of the Borrowers and the Guarantor of the transactions among the parties contemplated hereby and thereby or referred to herein or therein. (iv) The representations and warranties contained in Article 4 of the Loan Agreement and in the other Loan Document has occurred Documents were true and is continuing, unless such default correct at and as of the date made. Except to the extent of changes resulting from transactions contemplated or Event of Default has been specifically waived in writing permitted by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Loan Agreement and the other Loan Documents, changes occurring in the ordinary course of business (which changes, either singly or in the aggregate, have not been materially adverse) and to the extent that such representations and warranties relate expressly to an earlier date and after giving effect to the provisions hereof, such representations and warranties, after giving effect to this Amendment, also are correct at and as amended herebyof the date hereof. (v) Each of the Borrowers and the Guarantor has performed and complied in all material respects with all terms and conditions herein and in the Loan Documents required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Event of Default or Default. (b) Each of the Borrowers and the Guarantor acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties referred to in Section 4 of the Loan Agreement, a breach of which shall constitute an Event of Default.

Representations and Warranties; Etc. The Borrower and each of the Guarantors hereby jointly and severally represent and warrant to the Bank that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been duly authorized by all requisite corporate, partnership or trust proceedings, as appropriate, and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Laws or Trust Agreement or other organizational documentAgreement, as applicable, of the Borrower or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date, except to the extent such representations were made as of a specific date; (d) no default or Event of Default under the Agreement, as amended hereby, or any other Loan Document has occurred and is continuing, unless such default or Event of Default has been specifically waived in writing by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Documents, as amended hereby.

Representations and Warranties; Etc. The Borrower and each of the Guarantors hereby jointly and severally represent and warrant to the Bank that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been duly authorized by all requisite corporate, partnership or trust proceedings, as appropriate, and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of the Borrower or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, Each of the Borrower and each the Guarantor executing hereby represents and delivering this Amendment warrants to the Agent and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution the Banks as of the board date hereof, and as of directorsany date on which the conditions set forth in Section 45 below are met, board of managers or trustees as follows: (or other applicable governing bodyi) The execution and delivery by each of the Borrower and each such Guarantorthe Guarantor of this Amendment, Amendment No. 4 to execute on behalf of each such entity this the Financial Agreement and Amendment and any No. 3 to the Note Purchase Agreements and all other Loan Documents instruments and agreements required to be executed and/or and delivered by each of the Borrower and the Guarantor in connection herewith; with the transactions contemplated hereby and thereby or referred to herein or therein (c) collectively, the representations "Amendment Documents"), and warranties contained in the performance --------- --------- by each of the Borrower and the Guarantor of any of its obligations and agreements under the Amendment Documents and the Loan Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as within the corporate or other authority of each of the date hereof Borrower and the Guarantor, as the case may be, have been duly authorized by all necessary proceedings on and as behalf of each of the date Borrower and the Guarantor, as the case may be, and do not and will not contravene any provision of execution hereof law or of any judgment, order or decree applicable to or binding on the Borrower or the Guarantor, or of the Borrower's or the Guarantor's charter, other incorporation or organizational papers, or by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon the Borrower or the Guarantor. (ii) Each of the Amendment Documents and the Loan Agreement and other Loan Documents, as though made on amended hereby, to which the Borrower or the Guarantor is a party constitutes a legal, valid and as binding obligation of each such datePerson, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the extent such representations were made as enforcement of a specific date; creditors' rights. (diii) no default No approval or Event consent of, or filing with, any Governmental Authority is required to make valid and legally binding the execution, delivery or performance by each of Default under the AgreementBorrower and the Guarantor of the Amendment Documents or the Loan Agreement or other Loan Documents, as amended hereby, or any other Loan Document has occurred and is continuing, unless such default or Event the consummation by each of Default has been specifically waived in writing by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants Guarantor of the transactions among the parties contemplated hereby and agreements thereby or referred to herein or therein. (iv) The representations and warranties contained in Article 4 of the Loan Agreement and in the other Loan Documents were true and correct at and as of the date made. Except to the extent of changes resulting from transactions contemplated or permitted by the Loan Agreement and the other Loan Documents, changes occurring in the ordinary course of business (which changes, either singly or in the aggregate, have not been materially adverse) and to the extent that such representations and warranties relate expressly to an earlier date and after giving effect to the provisions hereof, such representations and warranties, after giving effect to this Amendment, also are correct at and as amended herebyof the date hereof. (v) Each of the Borrower and the Guarantor has performed and complied in all material respects with all terms and conditions herein and in the Loan Documents required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Event of Default or Default. (b) Each of the Borrower and the Guarantor acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties referred to in Section 4 of the Loan Agreement, a breach of which shall constitute an Event of Default.

Representations and Warranties; Etc. (a) Each of the Company and the Guarantors hereby represents and warrants to the Holders as of the date hereof, and as of any date on which the conditions set forth in Section 34 of this Amendment are met, as follows: (i) The Borrower execution and delivery by each of the Company and the Guarantors hereby jointly and severally represent and warrant to the Bank that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents instruments and agreements required to be executed and/or and delivered by each of the Company and the Guarantors in connection herewith have been duly authorized by all requisite corporatewith the transactions contemplated hereby and thereby or referred to herein or therein (collectively, partnership or trust proceedings, as appropriatethe "Amendment Documents"), and will not contravene, or constitute a default under, any provision of applicable law or regulation or the performance by each of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of Company and the Borrower or any Guarantor, or Guarantors of any mortgageof their respective obligations and agreements under the Amendment Documents, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement Note Purchase Agreements and the other Loan Note Documents, as amended hereby, are true and correct in all material respects on and as within the corporate or other authority of each of the date hereof Company and the Guarantors, as the case may be, have been duly authorized by all necessary proceedings on and as behalf of each of the date Company and the Guarantors, as the case may be, and do not and will not contravene any provision of execution hereof law or of any judgment, order or decree applicable to or binding on the Company or the Guarantors, or of the Company's or either Guarantor's charter, other incorporation or organizational papers, or by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon the Company or the Guarantors. (ii) Each of the Amendment Documents, the Note Purchase Agreements and the other Note Documents, as though made on amended hereby, to which the Company or a Guarantor is a party constitutes a legal, valid and as of each such datebinding obligation, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the extent such representations were made as enforcement of a specific date; creditors' rights. (diii) no default No approval or Event consent of, or filing with, any Governmental Authority is required to make valid and legally binding the execution, delivery or performance by each of Default under the AgreementCompany and the Guarantors of the Amendment Documents, the Note Purchase Agreements or any other Note Document, as amended hereby, or any the consummation by each of the Company and the Guarantors of the transactions among the parties contemplated hereby and thereby or referred to herein or therein. (iv) The representations and warranties contained in Section 5 of the Existing Note Purchase Agreements and in the other Loan Document Note Documents were true and correct at and as of the date made. Except to the extent of changes resulting from transactions contemplated or permitted by the Note Purchase Agreements and the other Note Documents, changes occurring in the ordinary course of business (which changes, either singly or in the aggregate, have not been materially adverse to the interests of the Funding Banks or the Holders) and to the extent that such representations and warranties relate expressly to an earlier date and after giving effect to the provisions hereof, such representations and warranties, after giving effect to this Amendment, also are correct at and as of the date hereof. (v) Each of the Company and the Guarantors has occurred performed and is continuingcomplied in all material respects with all terms and conditions herein and in the Note Documents required to be performed or complied with by it prior to or at the time hereof, unless such default and as of the date hereof, after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Default or Event of Default has been specifically waived Default. (vi) The Company is a closed end management investment company registered under the 0000 Xxx. The Company is an "investment company," as such term is defined in writing the 0000 Xxx. The Company is not a "business development company," as such term is defined in the 1940 Act. The purchase of the Notes by the Bank; Holders, the application of the proceeds and repayment thereof by the Company and the performance of the transactions contemplated by this Agreement and other Note Documents did not and will not violate any provision of said Act, or any rule, regulation or order issued by the SEC thereunder. (eb) Each of the Borrower Company and the Guarantors are in full compliance with all covenants acknowledges and agreements agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties referred to in Section 5 of the Agreement and Note Purchase Agreements, a breach of which shall constitute an Event of Default under the other Loan Documents, as amended herebyNote Purchase Agreements.

Representations and Warranties; Etc. The Borrower 8.1 Seller hereby represents and each warrants to and covenants and agrees with Buyer as follows and acknowledges and agrees that Buyer is relying upon such representations and warranties, covenants and agreements in connection with its possible purchase of the Guarantors hereby jointly and severally represent and warrant to the Bank that Property pursuant hereto: (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been duly authorized by all requisite corporate, partnership or trust proceedings, as appropriateSeller is now, and on the Closing Date will not contravenebe, or constitute a default underthe legal, any provision of applicable law or regulation or registered and beneficial owner of the Agreement Property by good and marketable title thereto and on the Closing Date, the Property will be free and clear of Limited Partnershipall financial encumbrances (or the Seller will cause such encumbrances to be discharged from title after the Closing Date in accordance with section 6.2), Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of than the Borrower or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; Permitted Encumbrances. (b) Seller has full power, right and authority to enter into this Agreement and to complete the officer(s) or other representatives, as applicable, of the Borrower transactions required and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; contemplated hereby. (c) Seller is, and on the Closing Date will be, resident of Canada for the purposes of Section 116 of the Income Tax Act (Canada) and on the date Seller shall deliver to Buyer's solicitors a certificate confirming the same. (d) Seller has not retained the services of, nor incurred any expenses in relation to, any real estate agent or broker with respect to this Agreement or the purchase and sale of the Property. 8.2 Seller covenants and agrees that all representations and warranties contained set forth in the this Agreement and the other Loan Documentsincluding, as amended herebywithout limitation, are those set forth in Section 8.1, shall be true and correct in all material respects on and as of the date hereof hereof, and on that all such representations and as warranties and all covenants, agreements and obligations of Seller hereunder shall not be discharged by nor merged in the closing of the transactions required and contemplated herein but shall survive such closing and, notwithstanding such closing, shall remain in full force and effect of the benefit of Buyer for a period of 12 months after the date of execution hereof hereof. 8.3 The Buyer acknowledges that Buyer is purchasing the Property in an "as though is, where is" condition and that Seller has not made on and as of each such dateany representations, except warranties, covenants or agreements with respect to the extent condition of the Property, the suitability of the Property for Buyer's intended use or any use whatsoever, and in particular without limiting the generality of the foregoing, as to the environmental condition of the Property. The Buyer further acknowledges that it is Buyer's responsibility to satisfy itself with respect to the environmental condition of the Property. The Seller has provided, or will provide, to Buyer copies of Seller's environmental reports, tests and investigations in respect of the Property (the “Existing Environmental Information”) for Buyer's information only and Buyer acknowledges that Buyer is responsible to satisfy itself as to the contents of the Existing Environmental Information and to perform such representations were made investigations of the Property as Buyer considers appropriate in order to satisfy itself as to the environmental condition of the Property. If Buyer provides notice of the satisfaction, waiver or removal of the Condition, Buyer shall be deemed conclusively to be satisfied with, and to have fully accepted, the Property and the environmental condition of the Property. Any remediation of the Property that may be required following the Closing Date or at any time in the future because of the presence of Contaminants in, on or under the Property, including its soils and groundwater, shall be performed by Buyer, at Buyer's expense, and Seller shall have no responsibility whatsoever therefor. 8.4 The Buyer hereby, effective on the Closing Date, assumes and shall be responsible for and releases Seller and its officers, directors, employees and agents from and against any and all actions, causes of action, liabilities, demands, losses, damages, costs and expenses whether occurring or caused before, on or after the Closing Date which Buyer or any other person has or may have by reason of any cause, matter or thing whatsoever arising out of or in any way related to environmental liability with respect to on in connection with the Property or disclosed in the Existing Environmental Information, including without limitation the presence of Contaminants in, on, under or migrating from the Property, and Buyer shall indemnify and save harmless Seller and its officers, directors, employees and agents from and against any and all actions, causes of action, liabilities, demands, losses, damages, costs and expenses whether occurring or caused before, on or after the Closing Date which Seller or its officers, directors, employees or agents may suffer, incur, be subject to or liable for as a specific dateresult of any claim brought against any one or more of them by Buyer or any other person for any cause, matter or thing whatsoever arising out of or related to environmental liability with respect to or in connection with the Property, including without limitation the presence of Contaminants in, on, under or migrating from the Property or disclosed in the Existing Environmental Information. 8.5 Buyer acknowledges and agrees that: (a) there is no representation, warranty, collateral agreement or condition, whether direct or collateral, express or implied, which induced Buyer to enter into this Agreement or on which reliance is placed by Buyer other than as expressed herein; (b) any information relating to the Property which has been or may be obtained from Seller has been prepared solely for the convenience of Buyer and is not warranted to be accurate or complete and does not form part of the terms of this Agreement; and (c) Buyer has received from Seller certain architectural drawings and a CAD disk that relate to the Property ("Drawings"). The Drawings have been provided to Buyer for Buyer's information and convenience only, and Seller does not represent or warrant that the Drawings are in any way final as built drawings. Buyer shall indemnify and save Seller harmless from all costs, suits, actions, causes of action, liabilities or claims that may result from or arise in connection with Buyer's reliance on the Drawings for any purpose; (d) no default or Event if Buyer does not complete the purchase of Default under the AgreementProperty for any reason, as amended herebythen Buyer will forthwith return all information relating to the Property provided by Seller to Buyer, or any other Loan Document has occurred and is continuing, unless such default or Event of Default has been specifically waived in writing by including without limitation the Bank; and (e) the Borrower Existing Environmental Information and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Documents, as amended herebyDrawings.

Representations and Warranties; Etc. The Borrower (a) Each of Buyer ----------------------------------- and Parent hereby acknowledges and agrees that Seller is not making any representation or warranty whatsoever, express or implied, including, without limitation, in respect of the Companies or their respective assets, liabilities and businesses, except those representations and warranties of Seller explicitly set forth in this Agreement or in the Seller Disclosure Schedule or in any certificate contemplated hereby and delivered by Seller in connection herewith. (b) Except as set forth in the indemnification provisions of Section 8.4 hereof, Buyer, Parent and Seller agree that on and after the Closing Date neither Seller, nor any of the respective officers, directors, partners, employees, Affiliates, Representatives or agents, as the case may be, of Seller (collectively, the "Selling Group"), shall have any liability or responsibility to any Person, including, without limitation, Buyer, Parent or the Companies, for (and each of them unconditionally releases the Guarantors Selling Group from) any liability or obligation of, or arising out of, or relating to, the Companies, Parent or Buyer of whatever kind or nature, whether contingent or absolute, whether arising prior to, on or after, and whether determined or indeterminable on, the Closing Date, and whether or not specifically referred to in this Agreement, including, without limitation, liabilities and obligations (i) relating to this Agreement and the transactions contemplated hereby, (ii) arising out of or due to any inaccuracy of any representation or warranty or the breach of any covenant, undertaking or other agreement of Seller contained in this Agreement, Seller Disclosure Schedule or in any certificate contemplated hereby jointly and severally represent and warrant to the Bank that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered by Seller in connection herewith have been duly authorized and (iii) relating to any information (whether written or oral), documents or materials furnished by all requisite corporate, partnership or trust proceedings, as appropriate, and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of the Borrower Seller or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, its Affiliates or any judgmentof their respective Representatives, order or decree, binding upon including the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment Confidential Information Memorandum prepared by SBC Warburg Dillon Read Inc. and any and all other Loan Documents executed and/or delivered information, documents or material made available to Buyer in connection herewith are duly elected and are authorizedcertain "data rooms", by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date, except to the extent such representations were made as of a specific date; (d) no default or Event of Default under the Agreement, as amended hereby, management presentations or any other Loan Document has occurred and is continuing, unless such default or Event form in expectation of Default has been specifically waived in writing the transactions contemplated by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Documents, as amended herebythis Agreement.

Representations and Warranties; Etc. The Borrower and each of the Guarantors hereby jointly and severally represent and warrant to the Bank that (a) Buyer hereby acknowledges and agrees that neither DuPont nor any Subsidiary thereof nor any of their Representatives is making any representation or warranty whatsoever, express or implied (including with respect to the executionaccuracy or 243 completeness of any information contained in any Offering Materials described in Section 5.35), delivery except those representations and performance warranties explicitly set forth in this Agreement, the Local Purchase Agreements and the Related Agreements. (b) DuPont hereby acknowledges and agrees that neither Buyer nor any Subsidiary thereof nor any of their Representatives is making any representation or warranty whatsoever, express or implied, except those representations and warranties explicitly set forth in this Amendment Agreement, the Local Purchase Agreements and the Related Agreements. (c) The covenants made by the Sellers in Sections 2.3(b), 5.1, 5.2, 5.4, 5.9, 5.27 and 5.34 as they relate to the Joint Ventures or any other entity in which DuPont or any of its Subsidiaries has an equity interest which is not a Wholly Owned Subsidiary are, in addition to any applicable standards set forth therein, subject to (A) DuPont's or any of its Subsidiaries' ability to take or prohibit actions under any applicable Joint Venture Agreement, (B) the fiduciary duties to the Joint Ventures and all other Loan Documents executed and/or delivered in connection herewith have been duly authorized its partners owed by all requisite corporateDuPont and its Subsidiaries and their respective designees, partnership whether acting as directors, partners, officers or trust proceedings, as appropriateotherwise, and will (C) DuPont's or any of its Subsidiaries' ability using reasonable commercial efforts to control any such Joint Venture or any other entity in which DuPont or any of its Subsidiaries has an equity interest which is not contravene, or constitute a default under, any provision of applicable law or regulation or Wholly Owned Subsidiary. (d) The representations and warranties of the Agreement Sellers shall not be affected or deemed waived by reason of Limited Partnership, Articles any investigation made by or on behalf of Incorporation, By-Laws, Trust Agreement Buyer or other organizational document, as applicable, its Affiliates or by reason of the Borrower fact that Buyer or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrumentits Affiliates, or any judgmentof their respective Representatives, order knew or decree, binding upon the Borrower should have known that any such representation or any Guarantor; (b) the officer(s) warranty is or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date, except to the extent such representations were made as of a specific date; (d) no default or Event of Default under the Agreement, as amended hereby, or any other Loan Document has occurred and is continuing, unless such default or Event of Default has been specifically waived in writing by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Documents, as amended herebymight be inaccurate.

Representations and Warranties; Etc. The Borrower Issuer and each of the Guarantors hereby jointly other Obligor party hereto represents and severally represent and warrant to the Bank that warrants as follows: (a) the The execution, delivery and performance of this Amendment Agreement and any the amendments and all other Loan Documents executed and/or delivered in connection herewith modifications to the Notes Purchase Agreement contemplated hereby have been duly authorized by all requisite corporatenecessary or required corporate or other organizational action, partnership and each of this Agreement, the Notes Purchase Agreement and each other Notes Document, in each case as amended or trust proceedingsotherwise modified hereby, constitutes a legal, valid and binding agreement of each Obligor party thereto, enforceable against such Obligor in accordance with its respective terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, restructuring, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (b) The execution, delivery and performance of this Agreement by the Obligors party hereto, and the resulting modifications to the Notes Purchase Agreement or any other Notes Document, as appropriatethe case may be, and will do not contravene(i) violate or conflict with any Law, (ii) result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of such Obligor or any of its Subsidiaries or (iii) except as could not reasonably be expected to result in a Material Adverse Effect, violate, or constitute result in a default under, any provision of applicable law or regulation or of the Material Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of the Borrower binding upon such Obligor or any Guarantor, or of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon the Borrower or any Guarantor; (b) the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; its Subsidiaries. ​ (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person (other than those that have been duly obtained or made and which are in full force and effect) is required for the representations due execution, delivery and warranties contained performance by any Obligor party to this Agreement, the Notes Purchase Agreement or any other Notes Document, in the Agreement and the other Loan Documents, each case as amended or otherwise modified hereby, are true and correct in all material respects on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date, except to the extent such representations were made as of a specific date; . (d) no default or Event of Default under the Both immediately before and after giving effect to this Agreement, as amended hereby, or any other Loan Document no event has occurred and is continuing, unless such default or continuing that constitutes an Event of Default has been specifically waived in writing by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Agreement and the other Loan Documents, as amended herebyDefault.

Representations and Warranties; Etc. (a) Each of the Borrowers and the Guarantor hereby represents and warrants to the Agent and the Banks as of the date hereof, and as of any date on which the conditions set forth in Section 45 below are met, as follows: (i) The Borrower execution and delivery by each of the Guarantors hereby jointly Borrowers and severally represent and warrant the Guarantor of this Amendment, Amendment No. 7 to the Bank that (a) Funding Agreement and Amendment No. 3 to the execution, delivery and performance of this Amendment and any Note Purchase Agreement and all other Loan Documents instruments and agreements required to be executed and/or and delivered by each of the Borrowers and the Guarantor in connection herewith have been duly authorized by all requisite corporatewith the transactions contemplated hereby or thereby or referred to herein or therein (collectively, partnership or trust proceedings, as appropriatethe "Amendment Documents"), and will not contravene, or constitute a default under, any provision of applicable law or regulation or the performance --------- --------- by each of the Agreement of Limited Partnership, Articles of Incorporation, By-Laws, Trust Agreement or other organizational document, as applicable, of Borrowers and the Borrower or any Guarantor, or Guarantor of any mortgage, indenture, material contract, material agreement or other material instrument, or any judgment, order or decree, binding upon of its obligations and agreements under the Borrower or any Guarantor; (b) Amendment Documents and the officer(s) or other representatives, as applicable, of the Borrower and each Guarantor executing and delivering this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith are duly elected and are authorized, by resolution of the board of directors, board of managers or trustees (or other applicable governing body) of the Borrower and each such Guarantor, to execute on behalf of each such entity this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Agreement and the other Loan Documents, as amended hereby, are true and correct in all material respects on and as within the corporate or other authority of each of the date hereof Borrowers and the Guarantor, as the case may be, have been duly authorized by all necessary proceedings on and as behalf of each of the date Borrowers and the Guarantor, as the case may be, and do not and will not contravene any provision of execution hereof law or of any judgment, order or decree applicable to or binding on the Borrowers (or any of them) or the Guarantor, or of the Borrowers' or the Guarantor's charter, other incorporation or organizational papers, or by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon the Borrowers (or either of them) or the Guarantor. (ii) Each of the Amendment Documents and the Loan Agreement and other Loan Documents, as though made on amended hereby, to which any of the Borrowers or the Guarantor is a party constitutes a legal, valid and as binding obligation of each such datePerson, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the extent such representations were made as enforcement of a specific date; creditors' rights. (diii) no default No approval or Event consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by each of Default under the AgreementBorrowers and the Guarantor of the Amendment Documents or the Loan Agreement or other Loan Documents, as amended hereby, or any the consummation by each of the Borrowers and the Guarantor of the transactions among the parties contemplated hereby and thereby or referred to herein or therein. (iv) The representations and warranties contained in Article 4 of the Loan Agreement and in the other Loan Document has occurred Documents were true and is continuing, unless such default correct at and as of the date made. Except to the extent of changes resulting from transactions contemplated or Event of Default has been specifically waived in writing permitted by the Bank; and (e) the Borrower and the Guarantors are in full compliance with all covenants and agreements contained in the Loan Agreement and the other Loan Documents, changes occurring in the ordinary course of business (which changes, either singly or in the aggregate, have not been materially adverse) and to the extent that such representations and warranties relate expressly to an earlier date and after giving effect to the provisions hereof, such representations and warranties, after giving effect to this Amendment, also are correct at and as amended herebyof the date hereof. (v) Each of the Borrowers and the Guarantor has performed and complied in all material respects with all terms and conditions herein and in the Loan Documents required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Event of Default or Default. (b) Each of the Borrowers and the Guarantor acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties referred to in Section 4 of the Loan Agreement, a breach of which shall constitute an Event of Default.