Common use of Representations and Warranties; No Default Clause in Contracts

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andBy its execution hereof, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) Loan Party hereby certifies that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof Amendment: (ai) each of the representations and warranties of set forth in the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Loan Documents are true, is true and correct and complete on and in all material respects as of the date hereof as if made on such date fully set forth herein, except: (and A) to the extent any that such representations and warranties shall relate specifically refer to the Effective Date or another an earlier date, in which case they shall be true and correct as of such representation earlier date; (B) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to be amended to relate refer to the date hereof), most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (C) that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof (subject to clause (A) above); and (ii) no Default or Event of Default has occurred and is continuingcontinuing as of the date hereof or would result after giving effect to the transactions contemplated hereunder. (b) By its execution hereof, each Loan Party hereby represents and warrants that such Person has all requisite power and authority and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of each Loan Party, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.14.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s 's corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.24.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.34.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company By their execution hereof, each Loan Party hereby represents and warrants thatas follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andSuch Loan Party has the right, at the time of execution hereof power and have been duly authorized by authority and has taken all necessary corporate and similar action; other action to authorize the execution and delivery of, and the performance in accordance with their respective terms of the transactions consented to in, this Consent and each other document executed in connection herewith to which it is a party. (b) does not This Consent and will not result, each other document executed in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by its duly authorized officers, and each such document constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to creditors rights generally the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Section 5.05 of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate refer to the date hereof), most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) no No Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Consent and the transactions contemplated hereby. (e) No Loan Party is continuingan EEA Financial Institution.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s 's corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company By their execution hereof, (a) The Borrower and each Subsidiary Guarantor hereby certifies, represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. (b) The Borrower and each Subsidiary Guarantor hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at and each of the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, other documents executed in any breach or default under any other document, instrument or agreement connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, in accordance with their respective terms and the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or transactions contemplated hereby; and (ii) this Amendment and each other document executed in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by the benefit duly authorized officers of or on behalf the Borrower and each of the Subsidiary Guarantors, and each Company and such document constitutes a the legal, valid and binding obligation of the Borrower and each Companyof the Subsidiary Guarantors, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of By its execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiarieshereof, the Premises, the Collateral or any Borrower hereby certifies that (i) each of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of set forth in the Companies contained in Section 4.1 of the Note Purchase Loan Agreement and the other Transaction Loan Documents are true, is true and correct and complete on and as of the date hereof as if made on fully set forth herein unless such date (representations and warranties relate to the extent any a specific date, in which case such representations and warranties shall relate to the Effective Date or another earlier date, be true and correct as of such representation and warranties shall be deemed to be amended to relate to the specific date hereof), and (bii) no Default or Event of Default has occurred and is continuingcontinuing as of the date hereof. (b) By its execution hereof, the Borrower represents and warrants that as of the date hereof there are no claims or offsets against or defenses or counterclaims to any of the obligations of the Borrower under the Loan Agreement or any other Loan Document. (c) By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of the Borrower and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.15.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.25.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.35.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereofFirst Amendment Date), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.14.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.24.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.34.3. Both before and after giving effect to this Amendment on the date hereof (a) except as set forth on Schedule A attached hereto, the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) except as set forth on Schedule B attached hereto, no Default or Event of Default has occurred and is continuingcontinuing (and each Company hereby acknowledges and agrees that such Defaults or Events of Default set forth on Schedule B are existing and continuing as of the date hereof and have not been waived by the Purchaser, whether pursuant to this Amendment or otherwise).

Representations and Warranties; No Default. Each Company By their execution hereof, each Loan Party hereby represents and warrants thatas follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andSuch Loan Party has the right, at the time of execution hereof power and have been duly authorized by authority and has taken all necessary corporate and similar action; other action to authorize the execution and delivery of, and the performance in accordance with their respective terms of the transactions consented to in, this Amendment and each other document executed in connection herewith to which it is a party. (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment and each other document executed in connection herewith has been duly executed and delivered for by its duly authorized officers, and each such document constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. 3.3. Both before and after giving effect to this Amendment on the date hereof (ac) Each of the representations and warranties of set forth in the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Loan Documents are true, is true and correct and complete on and as of the date hereof as if made and on such date (and the Amendment Effective Date, except to the extent any that such representations and warranties shall relate specifically refer to the Effective Date or another an earlier date, in which case they shall be true and correct as of such representation earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to be amended to relate refer to the date hereof), most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) no No Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Amendment and the transactions contemplated hereby. (e) No Loan Party is continuingan Affected Financial Institution.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Bank that: 3.1. The (a) all of Borrower's representations and warranties contained in the Loan Agreement and the other Loan Documents, except for those representations and warranties which by their terms date specific only to a stated date, are true and correct on and as of the date of Borrower's execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower has the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have by Borrower has been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower or their respective properties; and (f) this Amendment, rule or order. 3.2. This Amendment has been duly the Guarantor consent, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, which respect to creditors rights generally and (b) that the remedy availability of remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby Loan Party represents and warrants to the Administrative Agent and each Lender that: 3.1. (a) The execution, delivery and performance by such Company each Loan Party of this Amendment (a) are within such Company’s corporate or similar powers and, at and the time of execution hereof and Credit Agreement as amended hereby have been duly authorized by all necessary corporate or other organizational action, and similar actiondo not (i) contravene the terms of any of such Person’s Organization Documents; (bii) does not and will not result, conflict with or result in any breach or default contravention of, or the creation of any Lien under, or require any payment to be made under (A) any other document, instrument or agreement material Contractual Obligation to which such Person is a Company party or affecting such Person or the properties of such Person or any of its Subsidiaries is a party or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which a Company such Person or any of its Subsidiaries, the Premises, the Collateral property is subject; or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (ciii) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or ordermaterial Law. 3.2. (b) This Amendment has been duly executed and delivered for by the benefit of or on behalf of each Company Loan Parties and constitutes a each of the Loan Parties’ legal, valid and binding obligation of each Companyobligations, enforceable against such Company the Loan Parties in accordance with its terms terms, except (ai) as the same enforceability may be limited by bankruptcyapplicable Debtor Relief Laws, insolvency, reorganization moratorium by fraudulent conveyance laws or similar laws now or hereafter in effect by equitable principles relating to creditors rights generally enforceability, (ii) as enforceability of the Liens granted under the Loan Documents may be limited by anti-assignment provisions in contracts with Government Authorities that are not rendered ineffective by applicable law and (biii) that the remedy of specific performance and injunctive and other forms of equitable relief as enforceability may be subject limited by the effect of foreign Laws, rules and regulations as they relate to equitable defenses and to the discretion pledges, if any, of the court before which any proceeding therefor may be broughtEquity Interests in Foreign Subsidiaries. 3.3. Both before (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment or the Credit Agreement as amended hereby other than (i) those that have already been obtained and after are in full force and effect, (ii) filings to perfect the Liens created by the Collateral Document and (iii) approvals, consents, exemptions, authorizations or other actions, notices or filings which are not material. (d) After giving effect to this Amendment on the date hereof Amendment, (ai) the representations and warranties of the Companies each Loan Party contained in Section 4.1 of the Note Purchase Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and the other Transaction Documents are true, correct and complete in all material respects on and as of the date hereof hereof, except to the extent that (A) such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as if made on of such earlier date, and (B) such representations and warranties are qualified as to materiality, in which case they are true and correct in all respects as of such date (and to the extent any representations and warranties shall relate to the Effective Date or another such earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (bii) no Default or Event of Default has occurred and is continuingexists.

Representations and Warranties; No Default. Each Company On and as of the date hereof, after giving effect to this Agreement, (a) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties set forth in Article V of the Credit Agreement or in any other Loan Document are true and correct in all material respects (in each case, except to the extent any such representation and warranty is itself qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation and warranty is itself qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement and (ii) that no Default or Event of Default has occurred or is continuing; (b) each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at Agreement and each of the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, other documents executed in any breach or default under any other document, instrument or agreement connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, in accordance with their respective terms and the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or transactions contemplated hereby; and (ii) this Agreement and each other document executed in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by the benefit duly authorized officers of or on behalf of such Loan Party, and each Company and such document constitutes a the legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company By its execution hereof, each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (a) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing or would result after giving effect to this Amendment and the transactions contemplated hereby; (b) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, each other document executed in any breach or default under any other document, instrument or agreement connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, in accordance with their respective terms and the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and transactions contemplated hereby; and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This this Amendment and each other document executed in connection herewith has been duly executed and delivered for by the benefit of or on behalf duly authorized officers of each Company Loan Party, and each such document constitutes a the legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company By their execution hereof, each Loan Party hereby represents and warrants thatas follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andSuch Loan Party has the right, at the time of execution hereof power and have been duly authorized by authority and has taken all necessary corporate and similar action; other action to authorize the execution and delivery of, and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party. (b) does not This Agreement and will not result, each other document executed in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by its duly authorized officers, and each such document constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to creditors rights generally the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Section 5.05 of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate refer to the date hereof), most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) no No Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and the transactions contemplated hereby. (e) No Loan Party is continuingan EEA Financial Institution.

Representations and Warranties; No Default. Each Company After giving effect to the Waiver and amendments, as applicable, contained herein, on each of the Waiver Effective Date and the Amendment No. 5 Effective Date the Loan Parties hereby represents and warrants confirm that: 3.1. The execution, delivery and performance by such Company of this Amendment : (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This this Amendment has been duly authorized, executed and delivered for the benefit of or on behalf of by each Company Loan Party and constitutes a the legal, valid and binding obligation obligations of each Company, such Loan Party enforceable against such Company it in accordance with its terms terms, except (a) as the same such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and the availability of equitable remedies; (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties set forth in Article V of the Companies contained in Section 4.1 of the Note Purchase Amended Credit Agreement and the in each other Transaction Documents Loan Document are true, true and correct and complete in all material respects on and as of the date hereof Waiver Effective Date with the same effect as if though made on such date and as of the Waiver Effective Date (and provided, however, that, for purposes of this clause (b), (i) all references to the extent any “Amendment No. 5 Effective Date” in Article V of the Amended Credit Agreement (other than the representations and warranties set forth in Sections 5.01(p) (which for purposes of this Section 4(b) shall not give effect to the Amendment No. 5 Transactions), (t) (which for purposes of this Section 4(b) shall not give effect to the Amendment No. 5 Transactions), (bb)(iii) and (cc) of the Amended Credit Agreement) shall be deemed to refer to the Waiver Effective Date and such representations and warranties shall relate be subject to the schedules attached hereto and (ii) any such representation and warranty that is already qualified by materiality shall be true and correct in all respects); (c) the representations and warranties set forth in Article V of the Amended Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Amendment No. 5 Effective Date or another earlier datewith the same effect as though made on and as of the Amendment No. 5 Effective Date (provided, however, that such representation representations and warranties shall be deemed to be amended to relate subject to the date hereofschedules attached hereto and any updated schedules delivered by the Borrower pursuant to, and permitted by, Section 6(xviii), as applicable and (bii) any such representation and warranty that is already qualified by materiality shall be true and correct in all respects) and (d) no Default or Event of Default has occurred and is continuingcontinuing under the Credit Agreement.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andBy its execution hereof, at the time of execution hereof each Borrower and have been duly authorized by all necessary corporate and similar action; each Subsidiary Guarantor hereby certifies that (bi) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any each of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or representations and warranties set forth in the aggregate, have not had, Credit Agreement and would not reasonably be expected to result in, a Material Adverse Effect and the other Loan Documents (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (aAmendment) the representations is true and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if fully set forth herein, except for any representation and warranty made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another as of an earlier date, such which representation and warranties warranty shall be deemed to be amended to relate to the remain true and correct as of such earlier date hereof), and (bii) no Default or Event of Default has occurred and is continuingcontinuing as of the date hereof. (b) By its execution hereof, each Borrower and each Subsidiary Guarantor hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, each Borrower and each Subsidiary Guarantor hereby represents and warrants that this Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of such Borrower or such Subsidiary Guarantor, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. Each Company hereby The Borrower represents and warrants thatas follows: 3.1. (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement. (b) The execution, delivery and performance by such Company the Borrower of this Amendment (a) Agreement are within such Companythe Borrower’s corporate or similar powers andpowers, at the time of execution hereof and have been duly authorized by all necessary corporate action and similar action; do not contravene (bi) does not and will not resultthe Borrower’s charter or by-laws, in (ii) any breach law or default under any other documentcontractual restriction binding on or affecting the Borrower, instrument or agreement to which a Company result in, or any of its Subsidiaries is a party or to which a Company or any of its Subsidiariesrequire, the Premisescreation or imposition of any mortgage, the Collateral deed of trust, pledge, lien, security interest or other charge, encumbrance or preferential arrangement of any nature upon or with respect to any of the property of a Company properties now owned or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in hereafter acquired by the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and Borrower (other than as contemplated hereby). (c) will not violate No authorization, approval or other action by, and no notice to or filing with, any applicable lawgovernmental authority or regulatory body is required for the due execution, statute, regulation, rule, ordinance, code, rule or orderdelivery and performance by the Borrower of this Agreement. 3.2. (d) This Amendment has been duly executed and delivered for Agreement constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companythe Borrower and its Subsidiaries, as the case may be, enforceable against such Company the Borrower and its Subsidiaries, as the case may be, in accordance with its terms except terms. (ae) as There is no pending or overtly threatened action or proceeding affecting the same may Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, which could reasonably be limited by bankruptcy, insolvency, reorganization moratorium expected to materially adversely affect the financial condition or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion operations of the court before Borrower or any of its Subsidiaries or which any proceeding therefor may be broughtpurports to affect the legality, validity or enforceability of this Agreement. 3.3. Both before and after (f) After giving effect to this Amendment on the date hereof Agreement, (ai) the representations and warranties made by the Borrower pursuant to Article VII of the Companies contained in Section 4.1 of Credit Agreement are true and correct with the Note Purchase Agreement and the other Transaction Documents are true, correct and complete same effect as if made on and as of the date hereof hereof, except for any representation and warranty made as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another of an earlier date, which such representation and warranties warranty shall be deemed to be amended to relate to the remain true and correct as of such earlier date hereof), and (bii) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andBy its execution hereof, at the time each Borrower hereby certifies that each of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of set forth in the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Loan Documents are true, is true and correct and complete on and as of the date hereof as if fully set forth herein (except for any representation and warranty made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another as of an earlier date, such which representation and warranties warranty shall be deemed to be amended to relate to the date hereof), remain true and (bcorrect as of such earlier date) and that no Default or Event of Default has occurred and is continuingcontinuing as of the date hereof. (b) By its execution hereof, each Borrower hereby represents and warrants that each Borrower and each Subsidiary thereof has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, each Borrower hereby represents and warrants that this Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of each Borrower and each Subsidiary thereof party thereto, and each such document constitutes the legal, valid and binding obligation of each Borrower or each Subsidiary thereof party thereto, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of Borrower's execution of this Amendment except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; (b) no Default or Event of Default has occurred and is continuing as of the date of Borrower's execution of this Amendment under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This (f) this Amendment has been duly executed and delivered for the benefit of or on behalf of each Company Consent and constitutes a Reaffirmation attached as Exhibit A hereto, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company By their execution hereof, (a) the Parent, the Borrower, the U.S. Borrower and each of the Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that after giving effect to the amendments set forth in Section 2 above and the waivers set forth in Section 3 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (A) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing; (b) the Parent, the Borrower, the U.S. Borrower and each of the Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at Agreement and each of the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, other documents executed in any breach or default under any other document, instrument or agreement connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, in accordance with their respective terms and the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or transactions contemplated hereby; and (ii) this Agreement and each other document executed in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by the benefit duly authorized officers of or on behalf the Parent, the Borrower, the U.S. Borrower and each of the Grantors, and each Company and such document constitutes a the legal, valid and binding obligation of the Parent, the Borrower, the U.S. Borrower and each Companyof the Grantors, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors' rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company (a) After giving effect to this Amendment, the Parent and the Subsidiary Borrower (to the extent applicable to it thereunder) hereby represents represent and warrants that: 3.1. The executionwarrant that all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof (unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct as of such earlier date) and that no Default or Event of Default shall have occurred and be continuing or would result from the execution and delivery and performance by such Company of this Amendment or the consummation of the transactions contemplated hereby. (ab) are within As of the date of issuance to the Lenders of the shares of capital stock of the Parent pursuant to Section 9 above, the Parent shall represent and warrant to each Lender that (i) the Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (ii) the Parent has the corporate power and authority to issue such Company’s corporate or similar powers andshares, at (iii) the time issuance of execution hereof and have such shares has been duly authorized by all necessary corporate action and similar action; (b) does not and will not resultviolate, or result in a breach of, or constitute a default under, or require any breach consent under, or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or result in the aggregatecreation of any Lien upon the Parent's assets pursuant to, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule regulation or order. 3.2. This Amendment has been duly executed and delivered for contractual obligation binding upon the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally Parent and (biv) that when such shares have been issued by the remedy Parent they will be duly authorized, validly issued, fully paid and nonassessable shares of specific performance the common stock and injunctive and other forms preferred stock, as applicable, of equitable relief may be subject to equitable defenses and the Parent with no personal liability attaching to the discretion of the court before which any proceeding therefor may be broughtownership thereof. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company By its execution of this Amendment, each Credit Party party hereto hereby represents and warrants warrants, as of the date hereof, that: 3.1. The (a) Each Credit Party that is party hereto has the corporate, partnership, limited liability company or unlimited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Amendment (and by extension the Amended Credit Agreement) and has taken all necessary corporate, partnership, limited liability company or unlimited liability company action, as the case may be, to authorize the execution, delivery and performance by such Company it of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries each Credit Party that is a party or to which hereto. Each Credit Party that is a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment party hereto has been duly executed and delivered for the benefit of or on behalf of each Company this Amendment, and this Amendment constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms terms, except (a) as to the same extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or hereafter in effect relating to creditors rights generally and at law); (b) that Neither the remedy execution, delivery or performance by any Credit Party party hereto of specific performance this Amendment, nor compliance by it with the terms and injunctive and provisions hereof (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except for Permitted Liens) upon any of the property or assets of any Credit Party party hereto pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other forms material agreement, contract or instrument, in each case to which any Credit Party party hereto is a party or by which it or any of equitable relief its property or assets is bound or to which it may be subject (except, in the case of the preceding clauses (i) and (ii), in the case of any contravention, breach, default, creation, imposition and/or conflict, that would not reasonably be expected, either individually or in the aggregate, to equitable defenses and have a Material Adverse Effect) or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party party hereto; (c) Except to the discretion extent the failure to obtain or make the same would not reasonably be expected to have a Material Adverse Effect, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (x) those that have otherwise been obtained or made on or prior to the Amendment No. 4 Effective Date and which remain in full force and effect on the Amendment No. 4 Effective Date and (y) filings or registrations which are necessary to perfect, or required under applicable law with respect to, the security interests created under the Security Documents), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Credit Party party hereto to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party party hereto in connection with, the execution, delivery and performance of this Amendment; and (d) At the court before which any proceeding therefor may be brought. 3.3. Both before time of and immediately after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are trueAmendment, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has shall have occurred and is be continuing.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.16.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.26.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.36.3. Both before and after giving effect to this Amendment on the date hereof (a) except as set forth on Schedule A attached hereto, the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) except as set forth on Schedule B attached hereto, no Default or Event of Default (other than the Specified Event of Default) has occurred and is continuing.

Representations and Warranties; No Default. Each Company By their execution hereof, (a) the Parent, the Borrower, the U.S. Borrower and each of the Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that after giving effect to the consent set forth in Section 2 above and the amendments set forth in Sections 3 and 4 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (A) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing; (b) the Parent, the Borrower, the U.S. Borrower and each of the Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at Agreement and each of the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, other documents executed in any breach or default under any other document, instrument or agreement connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, in accordance with their respective terms and the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or transactions contemplated hereby; (ii) this Agreement and each other document executed in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by the benefit duly authorized officers of or on behalf the Parent, the Borrower, the U.S. Borrower and each of the Grantors, and each Company and such document constitutes a the legal, valid and binding obligation of the Parent, the Borrower, the U.S. Borrower and each Companyof the Grantors, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion remedies; and (iii) neither EDC nor Fairfax is an Affiliate of the court before which U.S. Borrower or any proceeding therefor may be broughtof its Subsidiaries. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby In order to induce the Administrative Agent to consent to this First Amendment, the Borrower represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any each of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement Lenders and the other Transaction Documents are true, correct and complete Administrative Agent that on and as of the date hereof as if made on such date after giving effect to this First Amendment: (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b1) no No Default or Event of Default has occurred and is continuing. (2) The representations and warranties of the Loan Parties set forth in Article V of the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date, (ii) the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) of the Credit Agreement and (iii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified. (3) The execution, delivery and performance of this First Amendment (i) are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action and (ii) do not and will not (A) contravene the terms of the Borrower’s Organization Documents; (B) conflict with or result in any breach or contravention of, or require any payment to be made under, (x) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Restricted Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (C) violate any Law; except in the case of clauses (ii)(B) and (ii)(C) to the extent that such conflict, breach, contravention or payment would not reasonably be expected to have a Material Adverse Effect. (4) This First Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity.

Representations and Warranties; No Default. Each Company By its execution hereof, the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (a) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing or would result after giving effect to this Amendment and the transactions contemplated hereby; (b) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, each other document executed in any breach or default under any other document, instrument or agreement connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, in accordance with their respective terms and the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and transactions contemplated hereby; and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This this Amendment and each other document executed in connection herewith has been duly executed and delivered for by an duly authorized officer of the benefit of or on behalf of Borrower, and each Company and such document constitutes a the legal, valid and binding obligation of each Companythe Borrower, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company By their execution hereof, (a) the Parent, the Borrower and each Subsidiary Grantor (including, without limitation, BNSO (as defined below)) hereby certifies, represents and warrants to the Administrative Agent and the Lenders that after giving effect to the amendments set forth in Sections 2 and 3 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (A) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing; (b) the Borrower, the Parent and each of the Subsidiary Grantors (including, without limitation, BNSO (as defined below)) hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at Agreement and each of the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, other documents executed in any breach or default under any other document, instrument or agreement connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, in accordance with their respective terms and the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or transactions contemplated hereby; and (ii) this Agreement and each other document executed in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by the benefit duly authorized officers of or on behalf the Borrower, the Parent and each of the Subsidiary Grantors, and each Company and such document constitutes a the legal, valid and binding obligation of the Borrower, the Parent and each Companyof the Subsidiary Grantors, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of Borrower's execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the Guarantor Consents, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company The Borrower hereby represents and warrants thatto the Administrative Agent and each Lender as follows: 3.1. The execution(a) both before and after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and each other Loan Document are true, accurate and complete in all material respects as of the date hereof (except to the extent that such representations and warranties relate expressly to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, that (i) all references therein to the Credit Agreement shall refer to the Credit Agreement as amended hereby and (ii) such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof; (b) each of the Loan Parties party hereto has the power and authority to execute and deliver this Amendment and perform its obligations under the Credit Agreement as amended hereby; (c) the execution and delivery and performance by such Company of this Amendment (a) are is within such Company’s the corporate or similar powers and, at the time other organizational authority of execution hereof each Loan Party party hereto and have been duly authorized by all necessary corporate and similar actionor other organizational action on the part of such Loan Party; EAST\148261638. 5 (bd) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly when executed and delivered for by each Loan Party party hereto, this Amendment will constitute the benefit of or on behalf of each Company and constitutes a legal, valid and legally binding obligation obligations of each Companysuch Loan Party, enforceable against such Company Loan Party in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium insolvency or similar other laws now or hereafter in effect of general application relating to creditors or affecting the enforcement of creditors’ rights generally and general principles of equity; (be) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuingcontinuing after giving effect to this Amendment; and (f) no right of offset, defense, counterclaim, claim, cause of action or objection in favor of any Loan Party against Administrative Agent or any Lender exists arising out of or with respect to this Amendment, the Credit Agreement or any other Loan Document.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower’s representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower’s execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) does delivery of this Amendment and performance thereof by Borrower and Parent do not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument Inc. or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Parent and do not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the Note, the Mortgage Amendments, the Guarantor Consents, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the The representations and warranties of the Companies contained Borrowers set forth in Section 4.1 11 of the Note Purchase Loan Agreement and the other Transaction Documents are trueshall be deemed made or remade, correct and complete on and as applicable, by each Borrower as of the date hereof hereof, and shall be true and correct in all material respects as if made on such of the date (and hereof, except to the extent any representations and warranties shall relate that such representation or warranty expressly relates to the Effective Date or another a specified earlier date, in which case such representation and warranties warranty shall be deemed to be amended to relate to the date hereof), true and correct in all material respects as of such earlier date. (b) no Each Borrower represents and warrants to the Administrative Agent and the Lenders that: (i) The execution and delivery by such Borrower of this Amendment and the performance by it of the transactions herein contemplated (i) are and will be within its organizational powers, (ii) have been authorized by all necessary organizational action and (iii) are not and will not be in contravention of any order of any court or other agency of government, of law or any other indenture, agreement or contract to which such Borrower is a party or by which the property of such Borrower is bound, or be in violation of, result in a breach of, or constitute with due notice and/or lapse of time a default under any such indenture, agreement or contract, which contravention, violation or breach would reasonably be expected to have a Material Adverse Effect or result in the imposition of any lien, charge or encumbrance of any nature on any of the properties of such Borrower (other than Permitted Liens); (ii) No Default or Event of Default has occurred and is continuing; and (iii) To the knowledge of the Borrowers, as of the date first written here above, the Returned Collateral is not required to be refunded or returned to any third party following receipt except as a result of: certain casualty events at the Coal Valley Mine; PMRL is merged, sold, or dissolved; PMRL or Xxxxxxxxxxxx Parent files a petition for bankruptcy; governmental, regulatory or court intervention prohibiting the consummation of the transaction for the sale of the Coal Valley Mine; a material breach of covenant, representation or warranty by PMRL; the inability of PMRL to assign a material contract; or the closing of the Coal Valley Purchase Agreement.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Lenders and the Agents that all of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the Borrower's representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Loan Agreement and the other Transaction Loan Documents are true, true and correct and complete in all material respects on and as of the date hereof as if fully as though such representations and warranties had been made on such the date hereof (except for changes therein occurring since the Effective Date in the ordinary course of business which do not constitute a Default or Event of Default hereunder, which are not, individually or in the aggregate, materially adverse to the assets, liabilities, financial conditions or results of operations of Obligors, or either of them, and which have, to the extent any representations and warranties shall relate required, been disclosed to the Effective Date Agents and/or the Majority Lenders pursuant to Section 6.8 of the Loan Agreement or another earlier date, such representation otherwise) and warranties shall be deemed with specific reference to be amended this Second Amendment and any and all documents executed in connection herewith. To induce the Lenders and the Agents to relate enter into this Second Amendment and to continue to make advances to Borrower pursuant to the Loan Agreement, as amended hereby, Borrower and hereby represents and warrants that, on and as of the date hereof)of this Second Amendment, and (b) no Default Event of Default, nor any event or condition which, with notice, lapse of time, or both, would constitute an Event of Default has occurred and is continuingcontinuing under the Loan Agreement. As a further inducement of the Lenders and the Agents to enter into this Second Amendment and to continue to make advances to Borrower pursuant to the Loan Agreement, as amended hereby, Borrower hereby represents and warrants to the Agents and the Lenders as follows: (a) Borrower has the power and authority to enter into this Second Amendment and the other instruments, documents or agreements executed by Borrower pursuant hereto or in connection herewith (the "Amendment Documents") and to perform all of its respective obligations hereunder and thereunder; (b) the execution and delivery of this Second Amendment and the Amendment Documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) on the part of Borrower; (c) the execution and delivery of this Second Amendment and the Amendment Documents and performance thereof by the Borrower does not and will not violate the Articles or Certificate of Incorporation, By-laws or other organizational documents of Borrower and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to Borrower or its properties; and (d) the Second Amendment and the Amendment Documents have been duly executed and delivered by Borrower and constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.14.1. The execution, delivery and performance by such Company of this Amendment Agreement (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.24.2. This Amendment Agreement has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.34.3. Both before and after giving effect to this Amendment Agreement on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) except as set forth on Schedule A attached hereto, no Default or Event of Default has occurred and is continuing. 4.4. The acquisition of all of the equity interests of Organic Holdings LLC and its Subsidiaries is a Permitted Acquisition.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time Each of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties made by the Company Parties in this Agreement shall be true and correct in all respects as of the Companies contained date made, and shall be true and correct in Section 4.1 all respects as of the Note Purchase Agreement and Closing Date, with the other Transaction Documents are true, correct and complete same effect as if made on and as of the date hereof as if made Closing Date; each of the covenants, agreements and obligations of the Company Parties under this Agreement to be performed or satisfied by it or them on such date (and or prior to the extent any representations and warranties Closing Date shall relate to the Effective Date have been performed or another earlier date, such representation and warranties shall be deemed to be amended to relate to satisfied by it or them on or before the date hereof), ; and (b) no Default or Event of Default shall exist or result from the issuance and sale of the Securities or the other transactions contemplated by this Agreement or the Tender Offer Documents. The Company Parties shall have delivered to the Purchaser an officers' certificate, signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company, dated as of the Closing Date, to such effect and to the effect that each of the other conditions set forth in this SECTION 6 has occurred been satisfied and is continuingfulfilled. (b) Notwithstanding the foregoing, on or before the Closing Date, the Company shall have delivered to the Purchaser audited financial statements of the Company Parties consisting of a balance sheet as of September 30, 2000, and a statement of operations and cash flows for the twelve (12) month period ended September 30, 2000. On the Closing Date, the representations and warranties by the Company Parties set forth in SECTION 3.10(a)(i) shall mean and refer to the financial statements described in the previous sentence of this SECTION 6.2, as well as the financials described in SECTION 3.10(a)(i), and the officers' certificate to be provided by the Company Parties pursuant to this SECTION 6.2 shall so state. (c) The Company Parties shall have delivered to the Purchaser and updated SCHEDULE 3.7(a) reflecting the capitalization of the Company after giving effect to the Tender Offer, which Schedule shall be based upon information reasonably available to the Purchaser upon the Closing as to public shareholders. The officers' certificate to be provided by the Company Parties pursuant to this SECTION 6.2 shall certify the accuracy of such updated Schedule.

Representations and Warranties; No Default. Each Company hereby In order to induce the Lenders party hereto to enter into this Amendment, the Initial Borrower represents and warrants thatto each of the Lenders that as of the Escrow Funding Date: 3.1. (a) The execution, delivery and performance by such Company the Initial Borrower of this Amendment (a) are is within such Companythe Initial Borrower’s corporate or similar powers andother powers, at the time of execution hereof and have has been duly authorized by all necessary corporate or other organizational action, and similar action; (b) does not and will not result(i) contravene the terms of any of the Initial Borrower’s Organization Documents, (ii) conflict with or result in any breach or default contravention of, or the creation of any Lien under, or require any payment (except for Indebtedness to be repaid on the Release Date in connection with the Transactions) to be made under (A) any other document, instrument or agreement Contractual Obligation to which a Company or any of its Subsidiaries the Initial Borrower is a party or by which the Initial Borrower or the properties of the Initial Borrower are affected or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which a Company the Initial Borrower or its property is subject; or (iii) violate any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or boundmaterial Law; in each case, except for with respect to any violation, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) or (iii) to the extent that such breaches violation, conflict, breach, contravention or defaults which, individually or in the aggregate, have not had, and would payment could not reasonably be expected to result in, have a Material Adverse Effect Effect; (b) this Amendment and (c) will not violate any applicable lawthe Credit Agreement, statuteas amended hereby, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes constitute a legal, valid and binding obligation of each Companythe Initial Borrower, enforceable against such Company the Initial Borrower in accordance with its terms terms, except (a) as the same enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other laws now or hereafter in effect relating to creditors affecting creditors’ rights generally and by general equitable principles; and (bc) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to the amendments set forth in this Amendment on (i) No Major Default relating solely to the date hereof Initial Borrower shall exist and (aii) the representations and warranties set forth in clause (a) of the Companies contained definition of “Major Representations” in Section 4.1 of the Note Purchase Agreement Credit Agreement, relating solely to the Initial Borrower, shall be true and the other Transaction Documents are true, correct in all material respects (and complete in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof as if made on such date (and hereof, except to the extent any that such representations and warranties shall relate specifically refer to the Effective Date or another an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation and warranties shall be deemed to be amended to relate to the date hereof), and (bor warranty is already qualified by materiality) no Default or Event as of Default has occurred and is continuingsuch earlier date.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the Guarantor Consent, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower’s representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower’s execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) does delivery of this Amendment and performance thereof by Borrower and Parent do not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and do not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the Guarantor Consents, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete paragraph 8 shall be true on and as of such Closing Day, except to the date hereof as if made on such date (extent of changes caused by the transactions herein contemplated and to the extent any such representations and warranties shall by their express terms relate solely to the Effective Date or another an earlier date, ; there shall exist on such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) Closing Day no Default or Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated such Closing Day, to both such effects. In addition to the foregoing, the Company shall include in the Officer's Certificate delivered pursuant to the next preceding sentence further representations and warranties to the following effects: (i) the latest financial statements delivered by the Company pursuant to paragraphs 5A(i) and 5A(ii) (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company required to be shown in accordance with such principles; the balance sheets fairly present the condition of the Company as of the dates thereof, and the statements of income, stockholders' equity and cash flows fairly present the results of operations of the Company and its cash flows for the periods indicated; and there has occurred been no material adverse change in the business, property or assets, condition (financial or otherwise) or operations of the Company or the Project since the date of the most recent balance sheet furnished pursuant to paragraph 5A(i) or 5A(ii); (ii) there is no action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened against the Company or the Project, or any properties or rights of the Company or the Project, by or before any court, arbitrator or administrative or governmental body which might result in any material adverse change in the business, property or assets, condition (financial or otherwise) or operations of the Company or the Project; (iii) the Company has filed all federal, state and other income tax returns which, to the knowledge of the officers of the Company, are required to be filed, and has paid all taxes shown on such returns and on all assessments received by it to the extent that such taxes have become due, except such taxes as are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles; (iv) each of the Company and Manager has procured and is continuingin possession of all licenses, permits or registrations required by federal, state or local laws for the ownership, operation and maintenance of the Project, as the case may be; (v) the Company and all of its properties and facilities (including without limitation the Project) have complied at all times and in all respect with all Environmental Laws except, in any such case, where failure to comply would not result in a material adverse effect on the business, properties or assets, condition (financial or otherwise) or operations of the Company or the Project; and (vi) in accordance with the provisions of the Collateral Agency Agreement, all actions required to subject such Accepted Notes and the holders thereof thereto and to cause such Accepted Notes to be secured by the Mortgage have been taken.

Representations and Warranties; No Default. Each Company The Borrower and each of the Guarantors (individually a "Credit Party" and collectively, the "Credit Parties") hereby represents jointly and warrants that: 3.1. The execution, delivery severally represent and performance by such Company of this Amendment warrant to the Lender that (a) are within such Company’s corporate or similar powers and, at the time all of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the Credit Parties' representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and Credit Agreement, the other Transaction Loan Documents and this Amendment are true, true and correct and complete on and as of the date hereof of this Amendment (or, if any such representation or warranty is expressly stated to have been made as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier of a specific date, as of such specific date) except, in the case of representation and warranties shall be deemed to be amended to relate to set forth in Section 6.1(q) of the date hereof)Credit Agreement, and as reflected in the Borrower's interim financial statements for the fiscal quarter ending September 30, 1999; (b) no Default or Event of Default (other than those being waived under Section 3 of this Amendment) has occurred and is continuingcontinuing as of such date under any Loan Document; (c) each Credit Party has the power and authority to enter into this Amendment and the instruments, documents and agreements executed and delivered pursuant hereto or in connection herewith (the "Amendment Documents") and to perform all of its obligations hereunder and thereunder; (d) the execution, delivery and performance of this Amendment and the Amendment Documents have been duly authorized by all necessary corporate or partnership action on the part of each Credit Party; (e) this Amendment and the Amendment Documents are the legal, valid and binding obligations of the Credit Parties, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies; and (f) the execution and delivery of this Amendment and the Amendment Documents and performance thereof by the Credit Parties do not and will not violate the Certificate or Articles of Incorporation, By-laws or other organizational documents of any Credit Party and do not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to any Credit Party or its properties.

Representations and Warranties; No Default. Each Company By their execution hereof, each Loan Party hereby represents and warrants thatas follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andSuch Loan Party has the right, at the time of execution hereof power and have been duly authorized by authority and has taken all necessary corporate and similar action; other action to authorize the execution and delivery of, and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party. (b) does not This Agreement and will not result, each other document executed in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by its duly authorized officers, and each such document constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to creditors rights generally the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Section 5.05 of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate refer to the date hereof), most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) After giving effect to the waiver set forth in Section 4 hereof, no Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and the transactions contemplated hereby. (e) No Loan Party is continuingan EEA Financial Institution.

Representations and Warranties; No Default. Each Company hereby represents On the Closing Date and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof the initial and have been duly authorized by all necessary corporate and similar action; (b) does not and will not resulteach subsequent borrowing hereunder, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties set forth in Article III hereof, in the Guaranties, the Security Agreements and the Assignment and Pledge Agreement shall be true and correct in all material respects; (b) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to the Loan Documents (in the case of the Companies contained Closing Date) or the Loan requested (in Section 4.1 the case of each borrowing); (c) the Note Purchase Agreement Borrower and each Guarantor shall have delivered to the Bank a certificate dated the Closing Date or the date of such borrowing, as the case may be, and signed by an Executive Officer of each of them, stating that: (i) the representations and warranties set forth in Article III hereof, in the Guaranties, the Security Agreements and the other Transaction Documents Assignment and Pledge Agreement are true, true and correct and complete in all material respects on and as of the date hereof Borrowing Date with the same effect as if though such representations and warranties had been made on and as of such date (and except to the extent any representations and warranties shall relate such representation or warranty specifically relates to the Effective Date or another an earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), ; and (bii) no Default or Event of Default has occurred and is continuingcontinuing or will result after giving effect to the Loan requested; (d) the Borrower shall have delivered a duly completed Borrowing Base Certificate, dated the Borrowing Date and signed by the Chief Financial Officer of the Borrower; (e) after giving effect to the Loan to be made on such date, the outstanding principal balance of the Note will not exceed the Borrowing Base set forth in the Borrowing Base Certificate delivered to the Bank pursuant to clause (d) above); and (f) the Bank shall have received a Notice of Borrowing.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of Borrower's execution of this Amendment except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; (b) no Default or Event of Default has occurred and is continuing as of the date of Borrower's execution of this Amendment under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the Security Deed Amendments, the Guarantor Consents, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after After giving effect to this Amendment the information set forth on the date hereof (a) Supplemental Schedule 11.9 attached hereto as Exhibit D, the representations and warranties of the Companies contained Borrowers set forth in Section 4.1 11 of the Note Purchase Loan Agreement shall be deemed made or remade, as applicable, by each Borrower as of the date hereof, and the other Transaction Documents are true, shall be true and correct and complete on and in all CHICAGO/#2796156.9 material respects as of the date hereof as if made on such date (and after giving effect to the transactions which are subject to the consents set forth in Section 1 herein except to the extent any representations and warranties shall relate that such representation or warranty expressly relates to the Effective Date or another a specified earlier date, in which case such representation and warranties warranty shall be deemed to be amended to relate to the date hereof), true and correct in all material respects as of such earlier date. (b) no Each Borrower represents and warrants to the Administrative Agent and the Lenders that: (i) The execution and delivery by such Borrower of this Amendment and the performance by it of the transactions herein contemplated (i) are and will be within its organizational powers, (ii) have been authorized by all necessary organizational action and (iii) are not and will not be in contravention of any order of any court or other agency of government, of law or any other indenture, agreement or contract to which such Borrower is a party or by which the property of such Borrower is bound, or be in violation of, result in a breach of, or constitute with due notice and/or lapse of time a default under any such indenture, agreement or contract, which contravention, violation or breach would reasonably be expected to have a Material Adverse Effect or result in the imposition of any lien, charge or encumbrance of any nature on any of the properties of such Borrower (other than Permitted Liens); and (ii) No Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby In order to induce the Lenders to consent to this Fifth Amendment, each of the Borrower, Holdings and the Subsidiary Guarantors represents and warrants warrants, on the Fifth Amendment Effective Date, to each of the Lenders party to this Fifth Amendment and the Administrative Agent that: 3.1. The (a) the execution, delivery and performance by such Company each of the Borrower, Holdings and the Subsidiary Guarantors of this Fifth Amendment (a) are is within such CompanyLoan Party’s corporate or similar powers andother powers, at the time of execution hereof and have has been duly authorized by all necessary corporate or other organizational action, and similar action; (b) does not and will not result(i) contravene the terms of any of such Loan Party’s Organization Documents, (ii) conflict with or result in any breach or default contravention of, or the creation of any Lien under, or require any payment to be made under (A) any other document, instrument or agreement Contractual Obligation to which a Company or any of its Subsidiaries such Loan Party is a party or by which such Loan Party or the properties of such Loan Party are affected or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which a Company such Loan Party or its property is subject; or (iii) violate any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or boundmaterial Law; in each case, except for with respect to any violation, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) or (iii) to the extent that such breaches violation, conflict, breach, contravention or defaults which, individually or in the aggregate, have not had, and would payment could not reasonably be expected to result in, have a Material Adverse Effect Effect; (b) in the case of the Borrower and (c) will not violate any applicable lawHoldings, statutethis Fifth Amendment and the Credit Agreement, regulationas amended by this Fifth Amendment, rulein the case of Holdings, ordinancethe Holdings Guaranty, codeas amended by this Fifth Amendment, rule or order. 3.2. This in the case of the Subsidiary Guarantors, this Fifth Amendment has been duly executed and delivered for the benefit Subsidiary Guaranty, as amended by this Fifth Amendment, and, in the case of or on behalf of the Loan Parties, the Security Agreement, as amended by this Fifth Amendment, in each Company and constitutes case, constitute a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company Loan Party in accordance with its terms terms, except (a) as the same enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, receivership, moratorium or similar other laws now or hereafter in effect relating to creditors affecting creditors’ rights generally and by general equitable principles; (bc) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the all representations and warranties of the Companies Borrower and each other Loan Party contained in Section 4.1 Article V of the Note Purchase Credit Agreement and the any other Transaction Documents Loan Document (in each case, as to be amended under Section 3 hereof) are true, true and correct in all material respects (and complete in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof as if made on such date (and Fifth Amendment Effective Date, except to the extent any that such representations and warranties shall relate specifically refer to the Effective Date or another an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation and warranties shall be deemed to be amended to relate to the date hereof), and or warranty is already qualified by materiality) as of such earlier date; and (bd) no Default or Event exists as of Default has occurred the Fifth Amendment Effective Date, both immediately before and is continuingafter the Revolver Extension Effective Time.

Representations and Warranties; No Default. Each By its execution hereof, the Company hereby certifies, represents and warrants to the Purchasers that: 3.1. The (a) each of the representations and warranties set forth in Sections 5.1 through 5.12, 5.14 through 5.20, 5.22 through 5.24 and 5.27 of the Note Agreement is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing or would result after giving effect to this Amendment and the transactions contemplated hereby; (b) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, each other document executed in any breach or default under any other document, instrument or agreement connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, in accordance with their respective terms and the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and transactions contemplated hereby; (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This this Amendment and each other document executed in connection herewith has been duly executed and delivered for by an duly authorized officer of the benefit of or on behalf of Company, and each Company and such document constitutes a the legal, valid and binding obligation of each the Company, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to remedies; and (d) the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect Subsidiaries that are signatories to this Amendment on the date hereof (a) the representations and warranties as Subsidiary Guarantors constitute all of the Companies contained in Section 4.1 Subsidiaries that are required to guaranty the Obligations pursuant to the terms of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as Agreement. As of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date of this Amendment, no Subsidiary is or another earlier date, such representation and warranties shall be deemed is required to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuinga Limited Guarantor.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower’s representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower’s execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the Guarantor Consent, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each The Company hereby represents shall have delivered to the Purchaser an Officers' Certificate, duly executed by the President and warrants that: 3.1. The executionChief Executive Officer and the Chief Financial Officer of the Company, delivery and performance by such Company dated as of this Amendment the Closing Date, to the effect that (a) are within such Company’s corporate or similar powers and, at the time each of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies Company contained in Section 4.1 of the Note Purchase this Agreement that is qualified by materiality was true and the other Transaction Documents are true, correct and complete in all respects on and as of the date hereof and shall be true and correct in all respects on and as of the Closing Date, with the same effect as if made on such date and as of the Closing Date; (and to b) each of the extent any representations and warranties of the Company contained in this Agreement that is not qualified by materiality was true and correct in all material respects on and as of the date hereof and shall relate be true and correct in all material respects on and as of the Closing Date, with the same effect as if made on and as of the Closing Date; (c) each of the covenants, agreements and obligations of the Company required to be performed or satisfied under this Agreement on or prior to the Effective Closing Date shall have been performed or another earlier date, such representation and warranties shall be deemed to be amended to relate to satisfied on or before the date hereof), and Closing Date; (bd) no Default or Event of Default has shall have occurred and is continuingbe continuing on the Closing Date or would result from the transactions contemplated by or related to this Agreement, including the execution and delivery of this Agreement or the Term B Note, the issuance, sale and delivery of the Bridge Note or the Term C Note, the consummation of the MFN Merger, the incurrence of any other Indebtedness in connection with the MFN Merger (including Indebtedness owing to West LB), the consummation of the Securitization Transactions or the Warehouse Financing Transaction being established on or prior to the Closing Date or the consummation of the other transactions contemplated by or related to this Agreement or any Related Agreement; and (e) each of the other conditions set forth in this SECTION 5 has been satisfied and fulfilled.

Representations and Warranties; No Default. Each Company By its execution hereof, (a) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that after giving effect to the amendments set forth in Section 2 above, (i) the representations and warranties set forth in Article V of the Credit Agreement or in any other Loan Document are true and correct in all material respects (in each case, except to the extent any such representation and warranty is itself qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation and warranty is itself qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) that no Default or Event of Default has occurred or is continuing; (b) each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at Agreement and each of the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, other documents executed in any breach or default under any other document, instrument or agreement connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, in accordance with their respective terms and the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or transactions contemplated hereby; and (ii) this Agreement and each other document executed in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by the benefit duly authorized officers of or on behalf of such Loan Party, and each Company and such document constitutes a the legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby The Borrower represents and warrants thatas follows: 3.1. (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement. (b) The execution, delivery and performance by such Company the Borrower of this Amendment (a) Agreement are within such Company’s the Borrower's corporate or similar powers andpowers, at the time of execution hereof and have been duly authorized by all necessary corporate action and similar action; do not contravene (bi) does not and will not resultthe Borrower's charter or by-laws, in (ii) any breach law or default under any other documentcontractual restriction binding on or affecting the Borrower, instrument or agreement to which a Company result in, or any of its Subsidiaries is a party or to which a Company or any of its Subsidiariesrequire, the Premisescreation or imposition of any mortgage, the Collateral deed of trust, pledge, lien, security interest or other charge, encumbrance or preferential arrangement of any nature upon or with respect to any of the property of a Company properties now owned or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in hereafter acquired by the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and Borrower (other than as contemplated hereby). (c) will not violate No authorization, approval or other action by, and no notice to or filing with, any applicable lawgovernmental authority or regulatory body is required for the due execution, statute, regulation, rule, ordinance, code, rule or orderdelivery and performance by the Borrower of this Agreement. 3.2. (d) This Amendment has been duly executed and delivered for Agreement constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companythe Borrower and its Subsidiaries, as the case may be, enforceable against such Company the Borrower and its Subsidiaries, as the case may be, in accordance with its terms except terms. (ae) as There is no pending or overtly threatened action or proceeding affecting the same may Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, which could reasonably be limited by bankruptcy, insolvency, reorganization moratorium expected to materially adversely affect the financial condition or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion operations of the court before Borrower or any of its Subsidiaries or which any proceeding therefor may be broughtpurports to affect the legality, validity or enforceability of this Agreement. 3.3. Both before and after (f) After giving effect to this Amendment on the date hereof Agreement, (ai) the representations and warranties made by the Borrower pursuant to Article VI of the Companies contained Credit Agreement are true and correct in Section 4.1 of all material respects with the Note Purchase Agreement and the other Transaction Documents are true, correct and complete same effect as if made on and as of the date hereof hereof, except for any representation and warranty made as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another of an earlier date, which such representation and warranties warranty shall be deemed to be amended to relate to the remain true and correct in all material respects as of such earlier date hereof), and (bii) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company To induce the Lenders to consent to this Amendment No. 3 and instruct Agent to enter into this Amendment No. 3, each Loan Party hereby represents and warrants to the Lenders consenting to Amendment No. 3 and Agent that: 3.1. (a) The execution, delivery and performance by such Company each Loan Party of this Amendment No. 3, and by each Loan Party of the other Loan Documents to which it is a party: (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (bi) does not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (ii) will not result, in violate any breach or default under law applicable to any other document, instrument or agreement to which a Company Loan Party or any of its Subsidiaries is or any judgment, order or ruling of any Governmental Authority, and (iii) will not give rise to a party or right thereunder to which a Company require any payment to be made by any Loan Party or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and ; (cb) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment No. 3 has been duly executed and delivered for the benefit of or on behalf of each Company Loan Party and constitutes a legal, valid and binding obligation of each CompanyLoan Party, enforceable against such Company Loan Party in accordance with its terms except (a) as the same enforceability hereof may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses laws affecting creditors’ rights and to the discretion of the court before which any proceeding therefor may be brought.remedies in general; and 3.3. Both before (c) Before and after giving effect to this Amendment on the date hereof (a) No. 3, the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Loan Documents are true, true and correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof)in all material respects, and (b) no Default or Event of Default has occurred and is continuingcontinuing as of the date hereof; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct in all respects on the date hereof (after giving effect to such qualification).

Representations and Warranties; No Default. Each Company The Borrower hereby represents and warrants thatto the Banks, the Facility Agent and the Administrative Agent as follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) Each of the representations and warranties contained in the Credit Agreement, the other Loan Documents or any in any document or instrument delivered pursuant to or in connection with the Credit Agreement are true at and as of the date hereof with the same effect as if made at and as of the date hereof (except to the extent of changes resulting directly from the transactions contemplated or permitted by the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse to the Banks or the business or financial affairs of the Borrower, and to the extent that such representations and warranties relate expressly to an earlier date). No event has occurred and is continuing on the date hereon that constitutes a Default or Event of Default. (b) The execution and delivery by the Borrower of this Waiver and Amendment and the performance by the Borrower of its obligations hereunder in accordance with its terms: (i) are within such Company’s the corporate or similar powers andof the Borrower, at the time of execution hereof and have been duly authorized by all necessary corporate action, and similar action; (b) does do not and will not resultcontravene any provision of law applicable to the Borrower; (ii) do not require any approval, consent, order, authorization, or license by, or giving notice to, or taking any other action with respect to any governmental or regulatory authority, under any provisions of any laws or any governmental rules, regulations, orders or decrees applicable to and binding upon the Borrower, except such as have been obtained, and are in full force and effect and adequate for their purposes; (iii) do not require any filing, recording or enrolling of any instrument with any governmental or regulatory authority of any political subdivision thereof except such as have been obtained and are in full force and effect and adequate for their purposes; (iv) do not contravene the terms of the certificate of incorporation, by-laws or other corporate governance documents; (v) will not conflict with or result in any breach or default contravention of or the creation of any Lien under any other documentindenture, agreement, lease, instrument or agreement undertaking to which a Company or any of its Subsidiaries the Borrower is a party or to by which a Company or any of its Subsidiariesproperties, the Premises, the Collateral assets or any of the property of rights is or will become bound or affected; and (vi) is and will be a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and legally binding obligation of each Company, the Borrower and is and will be enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws now or hereafter in effect relating to creditors rights or affecting generally the enforcement of creditors' rights. (c) The execution, delivery and (b) that the effectiveness of this Waiver and Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Administrative Agent, the Facility Agents or any Bank under the Credit Agreement or any of the court before which other Loan Documents. Without limiting the generality of the foregoing, the Borrower agrees and acknowledges that, except as expressly set forth herein, this Waiver and Amendment shall not constitute a waiver by the Banks, the Facility Agents or the Administrative Agent of any proceeding therefor may be broughtcondition, provision or covenant in the Credit Agreement or any Loan Document, including, without limitation, any condition to borrowings and shall not in any way preclude the Banks, the Facility Agents or the Administrative Agent from exercising all rights, powers and remedies under and in respect of the Credit Agreement, the Loan Documents or otherwise. 3.3. Both before (d) The Borrower shall reimburse the Administrative Agent and after giving effect to this Amendment on the date hereof (a) Banks for all of their expenses, including, without limitation, attorneys' fees and expenses, incurred in connection with the representations negotiation, preparation, execution, and warranties administration of the Companies contained in Section 4.1 provisions, of the Note Purchase Agreement this Waiver and Amendment and the other Transaction Documents are true, correct documents and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuinginstruments contemplated hereby.

Representations and Warranties; No Default. Each Company By their execution hereof, each Loan Party hereby represents and warrants thatas follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andSuch Loan Party has the right, at the time of execution hereof power and have been duly authorized by authority and has taken all necessary corporate and similar action; other action to authorize the execution and delivery of, and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party. (b) does not This Agreement and will not result, each other document executed in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by its duly authorized officers, and each such document constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to creditors rights generally the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Section 5.05 of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate refer to the date hereof), most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) no No Default or Event of Default has occurred (other than the Foreign Investments EOD) or is continuing (after giving effect to this Agreement) nor would any Default or Event of Default result after giving effect to this Agreement and the transactions contemplated hereby. (e) No Loan Party is continuingan EEA Financial Institution.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the New Lender that: 3.1. The : (a) all of Borrower's representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Joinder; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Joinder and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof Joinder by Borrower and Parent have been duly authorized by all necessary corporate and similar corporate, partnership or other action; (be) the execution and delivery of this Joinder and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order. 3.2. This Amendment has been duly their respective properties; (f) this Joinder, the New Note, the Guarantor Consent, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.; and 3.3. Both before (g) Borrower warrants and after giving effect represents that Schedule 6.1(f) attached to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Loan Agreement and the other Transaction Documents are is true, correct accurate and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company By their execution hereof, each Loan Party hereby represents and warrants thatas follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andSuch Loan Party has the right, at the time of execution hereof power and have been duly authorized by authority and has taken all necessary corporate and similar action; other action to authorize the execution and delivery of, and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party. (b) does not This Agreement and will not result, each other document executed in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by its duly authorized officers, and each such document constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to creditors rights generally the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Section 5.05 of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate refer to the date hereof), most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) no No Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and the transactions contemplated hereby. (e) No Loan Party is continuingan EEA Financial Institution.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the Amended Notes, the Notes, the Guarantor Consents, the Mortgage Amendments and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby By its execution hereof, (a) each Borrower represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (ai) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the each other Transaction Documents Loan Document (including this Amendment) are true, true and correct and complete in all material respects on and as of the date hereof as if made on such date (and except to the extent that any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true, correct and complete in all respects), other than any such representations and or warranties shall relate that, by their express terms, refer to the Effective Date or another an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date (except to the extent that any such representation and warranties warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be deemed to be amended to relate to the date hereoftrue, correct and complete in all respects), and (bii) no Default or Event of Default has occurred and is continuingcontinuing as of the effective date hereof or will occur after giving effect to this Amendment; and (b) each Borrower hereby certifies, represents and warrants to the Administrative Agent, for the benefit of the Secured Parties, that (a) it is duly authorized to execute and deliver this Amendment, and to perform its obligations under this Amendment; (b) this Amendment has been duly executed and delivered on behalf of its duly authorized representative; (c) this Amendment constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and (d) its execution, delivery and performance of this Amendment do not violate or constitute a breach of (i) any of its articles of incorporation (or corporate charter or other similar organizational documents) or its bylaws (or similar document), (ii) any material agreement or instrument to which such party is a party, or (iii) any Applicable Law to which it or its properties or operations is subject. 5.

Representations and Warranties; No Default. Each Company By its execution hereof the Borrower and each of the Guarantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (a) after giving effect to this Amendment and the modifications set forth in paragraphs 1 and 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except that for purposes of this paragraph 5(a), the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent annual and quarterly financial statements furnished pursuant to Sections 5.1(a) and (b) of the Credit Agreement, respectively; (b) after giving effect to this Amendment and the modifications set forth herein, no Default or Event of Default has occurred or is continuing; (c) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at and each of the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not resultother documents executed in connection herewith to which it is a party, in any breach or default under any accordance with their respective terms and the modifications contemplated hereby; (d) this Amendment and each of the other document, instrument or agreement documents executed in connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for by the benefit duly authorized officers of or on behalf of the Borrower and each Company Guarantor, as applicable, and each such document constitutes a the legal, valid and binding obligation of each Companythe Borrower or such Guarantor, as applicable, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses remedies; and (e) no consent, license or approval is required in connection with the execution, delivery and to performance by such Loan Party and the discretion validity against such Loan Party of this Amendment and each of the court before other documents executed in connection herewith to which any proceeding therefor may be broughtit is a party. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company Credit Party hereby represents jointly and warrants that: 3.1. The execution, delivery severally represent and performance by such Company of this Amendment warrant to the Lender that (a) are within such Company’s corporate or similar powers and, at the time all of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the Credit Parties' representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and Credit Agreement, the other Transaction Loan Documents and this Amendment are true, true and correct and complete on and as of the date hereof of this Amendment (or, if any such representation or warranty is expressly stated to have been made as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier of a specific date, as of such specific date) except, in the case of the representation set forth in Section 6.1(q) of the Credit Agreement, as reflected in the Borrower's interim financial statements for the period ending March 31, 2000 and warranties shall be deemed to be amended to relate to except the date hereof), and name change referenced in Section 3 of this Agreement; (b) no Default or Event of Default has occurred and is continuingcontinuing as of such date under any Loan Document except any Default or Event of Default waived under Section 3 of this Agreement; (c) each Credit Party has the power and authority to enter into this Amendment and the other Amendment Documents to which it is a party and to perform all of its obligations hereunder and thereunder; (d) the execution, delivery and performance of this Amendment and the Amendment Documents have been duly authorized by all necessary corporate or partnership action on the part of each Credit Party; (e) this Amendment and the Amendment Documents are the legal, valid and binding obligations of the Credit Parties party thereto, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies; and (f) the execution and delivery of this Amendment and the Amendment Documents and performance thereof by the Credit Parties do not and will not violate the Certificate or Articles of Incorporation, By-laws or other organizational documents of any Credit Party and do not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to any Credit Party or its properties.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the Guarantor Consents, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby Borrower represents and warrants thatto the Lenders as of the date hereof and as of the Second Amendment Date: 3.1. (a) The execution and delivery of this Amendment by the Borrowers has been duly authorized. (b) The execution, delivery and performance by such Company each of the Borrowers of this Amendment Amendment, will not (a) are within such Company’s corporate contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or similar powers anddecree of any court or governmental instrumentality, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under under, or result in the creation or imposition of (or the obligation to create or impose) any other document, instrument Lien upon any of the property or agreement to which a Company assets of any Credit Party or any of its the Restricted Subsidiaries (other than Liens created under the Credit Documents or Liens subject to the Intercreditor Agreements) pursuant to, the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which such Credit Party or any of the Restricted Subsidiaries is a party or to by which a Company it or any of its Subsidiariesproperty or assets is bound or (c) violate any provision of the certificate of incorporation, the Premises, the Collateral by-laws or other organizational documents of such Credit Party or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and Restricted Subsidiaries. (c) will not violate any applicable lawThe representations and warranties set forth in the Credit Agreement and in the other Credit Documents are true and correct in all material respects with the same effect as if made on the Second Amendment Date, statuteexcept to the extent such representations and warranties expressly relate to an earlier date, regulation, rule, ordinance, code, rule or orderin which case such representations and warranties shall have been true and correct in all material respects as of such earlier date. 3.2. This Amendment has been duly executed and delivered for (d) At the benefit time of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are trueAmendment, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby Loan Party represents and warrants thatas follows as of the date hereof: 3.1. The (a) such Loan Party has all requisite organizational power and authority to make, deliver and perform its obligations under this Agreement and has taken all necessary corporate or other action to authorize the execution, delivery and performance by such Company of this Amendment Agreement; (b) such Loan Party has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of good faith and fair dealing; (c) no material consent or approval of, registration or filing with, or any other action by, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for (a) are within such Company’s corporate or similar powers andthe approvals, at the time of execution hereof consents, exemptions, authorizations, actions, notices and filings that have been duly authorized by all necessary corporate obtained, taken, given or made and similar action; are in full force and effect and (b) does those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect; (d) the execution, delivery and performance of this Agreement by the Loan Parties hereto will not result(a) contravene the terms of the Organizational Documents of the Loan Parties, in (b) violate any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject or violate any applicable material Law except to the extent that such breach, contravention or violation would not reasonably be expected to have a Material Adverse Effect or (c) breach or result in a default under (i) the ABL Credit Agreement or the ABL/Term Loan Intercreditor Agreement or (ii) any other document, instrument or agreement material contractual obligation to which a Company or any of its Subsidiaries such Loan Party is a party or to is otherwise bound which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or boundviolation, except for such breaches or defaults which, individually or in the aggregate, have not had, and case of this clause (c) to the extent that such breach or default would not reasonably be expected to result in, in a Material Adverse Effect and Effect; and (ce) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both both immediately before and after giving effect to this Amendment on the date hereof Restatement Effective Date and the incurrence of the Restatement Effective Date Term Loans, (ai) the representations and warranties of the Companies contained Loan Parties set forth in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Loan Documents are trueshall be true and correct in all material respects (or, correct in the case of any such representation and complete warranty that is qualified by “material”, “material adverse effect” or a similar term, in all respects), in each case, on and as of the date hereof Restatement Effective Date with the same effect as if though such representations and warranties had been made on such date (and as of the Restatement Effective Date, except to the extent any that such representations and warranties relate to an earlier date, in which case such representations and warranties shall relate to be true and correct in all material respects (or, in the Effective Date or another earlier date, case of any such representation and warranties shall be deemed to be amended to relate to the warranty that is qualified by “material”, “material adverse effect” or a similar term, in all respects) as of such earlier date hereof), and (bii) no Default or Event of Default has shall have occurred and is continuingbe continuing on the Restatement Effective Date or would result from the consummation of this Agreement and the transactions contemplated hereby.

Representations and Warranties; No Default. Each Company Credit Party hereby represents and warrants thatthat after giving effect to this Amendment: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within It is a corporation or limited liability company, as applicable, duly incorporated or organized, as the case may be, validly existing and (to the extent such Company’s corporate concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or similar powers organization and, at is duly qualified and authorized to do business in each jurisdiction in which the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any character of its Subsidiaries is a party Properties or to which a Company or any the nature of its Subsidiaries, business requires such qualification and authorization except where the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and failure to be so qualified would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or orderEffect. 3.2. This Amendment (b) It has the power and authority and legal right to execute and deliver, and to perform its obligations under, this Amendment, the Credit Agreement, the Notes, and all other Loan Documents, each as amended by this Amendment, to which it is a party and the performance of its obligations thereunder have been duly executed authorized by proper organizational proceedings, and delivered for the benefit of or on behalf of each Company and constitutes Loan Documents to which such Person is a party constitute legal, valid and binding obligation obligations of each Company, such Person enforceable against such Company Person in accordance with its terms their terms, except (a) as the same enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws now state or hereafter federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ right in general and the availability of equitable remedies. (c) The execution, delivery and performance of this Amendment, the Credit Agreement, and all other Loan Documents, each as amended by this Amendment, the Extensions of Credit thereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to creditors rights generally and any Credit Party or any Subsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) that conflict with, result in a breach of or constitute a default under the remedy articles of specific performance and injunctive and incorporation, bylaws or ​ ​ other forms organizational documents of equitable relief any Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument evidencing Indebtedness or a payment obligation in excess of the Threshold Amount to which such Person is a party or by which any of its properties may be subject bound or any Governmental Approval relating to equitable defenses such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of any Transaction Document other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the discretion aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) filings of any mortgage or deed of trust with the court before which any proceeding therefor may be broughtapplicable county recording office or register of deeds. 3.3. Both before and after giving effect to this Amendment on the date hereof (ad) the [Reserved]. (e) The representations and warranties in Article VII of the Companies contained Credit Agreement, are true and correct in Section 4.1 all material respects, without duplication as to any materiality modifiers, qualifications, or limitations set forth in Article VII of the Note Purchase Agreement Credit Agreement, with respect to such Credit Party and the other Transaction Documents are true, correct and complete on and its Subsidiaries as of the date hereof as if made on such date (and Second Amendment Date, except to the extent any such representations and warranties shall specifically relate to the Effective Date or another an earlier date, in which case they are true and correct in all material respects as of such representation and warranties shall be deemed to be amended to relate to the date hereof), and earlier date. (bf) There will exist no Default or Event of Default has occurred under the Credit Agreement. (g) To the Borrower’s knowledge, no events have taken place and is continuingno circumstances exist at the date hereof that would give any Credit Party a basis to assert a defense, offset, or counterclaim to any claim of the Administrative Agent or any Lender with respect to the Obligations.

Representations and Warranties; No Default. Each Company Loan Party hereby represents and warrants thatthat as of the Amendment No. 2 Effective Date (as defined below), and after giving effect to this Amendment: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have This Amendment has been duly authorized by all necessary corporate or limited liability company action of each Loan Party party hereto, has been executed and similar action; delivered by each Loan Party party hereto and constitutes, and the Credit Agreement as amended hereby will constitute, its legal, valid and binding obligation, enforceable against each Loan Party party hereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) does No Default or Event of Default shall have occurred and be continuing before and immediately after giving effect to this Amendment. (c) All representations and warranties made by any Loan Party contained in the Credit Agreement or in the other Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects (subject to such “materiality” or “Material Adverse Effect” qualifier)) on the date hereof with the same effect as though such representations and warranties were made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date. (d) The execution and delivery of this Amendment by each Loan Party and the performance by each Loan Party of the Credit Agreement as amended hereby (i) do not and require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (ii) will not resultviolate the Organizational Documents of any Company, (iii) will not violate any material Requirements of Law in any breach material respect, (iv) will not violate or result in a default or require any consent or approval under any indenture, agreement or other document, instrument or agreement to which a binding upon any Company or its property, or give rise to a right thereunder to require any of its Subsidiaries is a party or payment to which a Company or be made by any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or boundCompany, except for violations, defaults or the creation of such breaches or defaults which, individually or in the aggregate, have not had, and would rights that could not reasonably be expected to result in, in a Material Adverse Effect Effect, and (cv) will not violate result in the creation or imposition of any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit Lien on any property of or on behalf of each Company and constitutes a legal, valid and binding obligation of each any Company, enforceable against such Company in accordance with its terms except (a) as Liens created by the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally Loan Documents and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtPermitted Liens. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company The Borrower and each of the Guarantors (individually a "Credit Party" and collectively, the "Credit Parties") hereby represents jointly and warrants that: 3.1. The execution, delivery severally represent and performance by such Company of this Amendment warrant to the Lender that (a) are within such Company’s corporate or similar powers and, at the time all of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the Credit Parties' representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and Credit Agreement, the other Transaction Loan Documents and this Amendment are true, true and correct and complete on and as of the date hereof of this Amendment (or, if any such representation or warranty is expressly stated to have been made as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier of a specific date, as of such representation and warranties shall be deemed to be amended to relate to the date hereofspecific date), and ; (b) no Default or Event of Default (other than those being waived under Section 3 of this Amendment) has occurred and is continuingcontinuing as of such date under any Loan Document; (c) each Credit Party has the power and authority to enter into this Amendment and the instruments, documents and agreements executed and delivered pursuant hereto or in connection herewith (the "Amendment Documents") and to perform all of its obligations hereunder and thereunder; (d) the execution, delivery and performance of this Amendment and the Amendment Documents have been duly authorized by all necessary corporate or partnership action on the part of each Credit Party; (e) this Amendment and the Amendment Documents are the legal, valid and binding obligations of the Credit Parties, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies; and (f) the execution and delivery of this Amendment and the Amendment Documents and performance thereof by the Credit Parties do not and will not violate the Certificate or Articles of Incorporation, By-laws or other organizational documents of any Credit Party and do not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to any Credit Party or its properties.

Representations and Warranties; No Default. Each Company hereby The Borrower represents and warrants thatas follows: 3.1. (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement. (b) The execution, delivery and performance by such Company the Borrower of this Amendment (a) Agreement are within such Companythe Borrower’s corporate or similar powers andpowers, at the time of execution hereof and have been duly authorized by all necessary corporate action and similar action; do not contravene (bi) does not and will not resultthe Borrower's charter or by-laws, in (ii) any breach law or default under any other documentcontractual restriction binding on or affecting the Borrower, instrument or agreement to which a Company result in, or any of its Subsidiaries is a party or to which a Company or any of its Subsidiariesrequire, the Premisescreation or imposition of any mortgage, the Collateral deed of trust, pledge, lien, security interest or other charge, encumbrance or preferential arrangement of any nature upon or with respect to any of the property of a Company properties now owned or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in hereafter acquired by the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and Borrower (other than as contemplated hereby). (c) will not violate No authorization, approval or other action by, and no notice to or filing with, any applicable lawgovernmental authority or regulatory body is required for the due execution, statute, regulation, rule, ordinance, code, rule or orderdelivery and performance by the Borrower of this Agreement. 3.2. (d) This Amendment has been duly executed and delivered for Agreement constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companythe Borrower and its Subsidiaries, as the case may be, enforceable against such Company the Borrower and its Subsidiaries, as the case may be, in accordance with its terms except terms. (ae) as There is no pending or overtly threatened action or proceeding affecting the same may Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, which could reasonably be limited by bankruptcy, insolvency, reorganization moratorium expected to materially adversely affect the financial condition or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion operations of the court before Borrower or any of its Subsidiaries or which any proceeding therefor may be broughtpurports to affect the legality, validity or enforceability of this Agreement. 3.3. Both before and after (f) After giving effect to this Amendment on the date hereof Agreement, (ai) the representations and warranties made by the Borrower pursuant to Article VII of the Companies contained in Section 4.1 of Credit Agreement are true and correct with the Note Purchase Agreement and the other Transaction Documents are true, correct and complete same effect as if made on and as of the date hereof hereof, except for any representation and warranty made as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another of an earlier date, which such representation and warranties warranty shall be deemed to be amended to relate to the remain true and correct as of such earlier date hereof), and (bii) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. (a) Each Company hereby Credit Party represents and warrants that: 3.1. The executionthat (i) the representations and warranties set forth in the Credit Documents are true and correct in all material respects on and as of the date hereof and shall be upon the effectiveness of the Merger, delivery except to the extent such representations and performance by warranties specifically relate to an earlier date, in which case such Company representations and warranties were true and correct in all material respects on and as of such earlier date, and (ii) no Default or Event of Default exists immediately before or immediately after giving effect to this Amendment (a) are within such Company’s corporate or similar powers and, at the time effectiveness of execution hereof and have been duly authorized by all necessary corporate and similar action; the Merger. (b) does not Each of the Existing Borrower and will not resultthe New Borrower represents and warrants that (i) it has the right and power, and has taken all necessary action to authorize the execution and delivery of the Merger Agreement and this Amendment and to perform its obligations under the Merger Agreement, this Amendment and the Credit Agreement, as amended by this Amendment, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, accordance with their respective terms; (ii) the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, Merger Agreement and this Amendment have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for by its duly authorized officer and each of the benefit of or on behalf of each Company Merger Agreement, this Amendment and constitutes the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of each Company, it enforceable against such Company it in accordance with its the terms of the respective documents, except as (aA) as the same enforceability thereof may be limited by bankruptcy, insolvency, reorganization moratorium insolvency or similar laws now or hereafter in effect relating to affecting creditors rights generally and (bB) that the remedy of specific performance and injunctive and other forms availability of equitable relief remedies may be subject to limited by equitable defenses and to the discretion principles of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof general applicability; (aiii) the representations and warranties in Section 6.18 of the Companies contained Credit Agreement are true and correct in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete all material respects on and as of the date hereof as and shall be upon the effectiveness of the Merger; (iv) it has received all consents, approvals, authorizations, registrations or filings, if any, required to be obtained or made on such date (by it in connection with the execution and delivery of the Merger Agreement and the effectiveness of the Merger, including, without limitation, any third-party consents required under existing contracts and other agreements to which Existing Borrower is a party to the extent failure to obtain any representations such consent could reasonably be expected to result in a Material Adverse Effect; (v) upon effectiveness of the Merger, title to all property of the Existing Borrower will vest in the New Borrower and warranties all liabilities of the Existing Borrower shall relate be liabilities of the New Borrower pursuant to the Effective Date or another earlier date, such representation Merger Agreement and warranties shall be deemed to be amended to relate to Section 55-11-06 of the date hereof), North Carolina Business Corporation Act; and (bvi) no Default or Event of Default has occurred and is continuingneither Exiting Borrower nor New Borrower directly owns any United States registered Intellectual Property Asset.

Representations and Warranties; No Default. Each Company By their execution hereof, each Loan Party hereby represents and warrants thatas follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andSuch Loan Party has the right, at the time of execution hereof power and have been duly authorized by authority and has taken all necessary corporate and similar action; other action to authorize the execution and delivery of, and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party. (b) does not This Agreement and will not result, each other document executed in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by its duly authorized officers, and each such document constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to creditors rights generally the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Section 5.05 of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate refer to the date hereof), most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) After giving effect to the waivers set forth in Section 2, no Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and is continuingthe transactions contemplated hereby.

Representations and Warranties; No Default. Each Company By its execution of this Amendment, each Credit Party party hereto hereby represents and warrants warrants, as of the date hereof, that: 3.1. The : (a) Each Credit Party that is party hereto has the corporate, partnership, limited liability company or unlimited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Amendment (and by extension the Amended Credit Agreement) and has taken all necessary corporate, partnership, limited liability company or unlimited liability company action, as the case may be, to authorize the execution, delivery and performance by such Company it of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries each Credit Party that is a party or to which hereto. Each Credit Party that is a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment party hereto has been duly executed and delivered for the benefit of or on behalf of each Company this Amendment, and this Amendment constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms terms, except (a) as to the same extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or hereafter in effect relating to creditors rights generally and at law); (b) that Neither the remedy execution, delivery or performance by any Credit Party party hereto of specific performance this Amendment, nor compliance by it with the terms and injunctive and provisions hereof (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except for Permitted Liens) upon any of the property or assets of any Credit Party party hereto pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other forms material agreement, contract or instrument, in each case to which any Credit Party party hereto is a party or by which it or any of equitable relief its property or assets is bound or to which it may be subject (except, in the case of the preceding clauses (i) and (ii), in the case of any contravention, breach, default, creation, imposition and/or conflict, that would not reasonably be expected, either individually or in the aggregate, to equitable defenses and have a Material Adverse Effect) or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party party hereto; (c) Except to the discretion extent the failure to obtain or make the same would not reasonably be expected to have a Material Adverse Effect, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (x) those that have otherwise been obtained or made on or prior to the Amendment No. 5 Effective Date and which remain in full force and effect on the Amendment No. 5 Effective Date and (y) filings or registrations which are necessary to perfect, or required under applicable law with respect to, the security interests created under the Security Documents), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Credit Party party hereto to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party party hereto in connection with, the execution, delivery and performance of this Amendment; and (d) At the court before which any proceeding therefor may be brought. 3.3. Both before time of and immediately after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are trueAmendment, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has shall have occurred and is be continuing.

Representations and Warranties; No Default. Each Company By their execution hereof, (a) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that after giving effect to the amendment set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (unless such representation and warranty is subject to a materiality qualifier in which case it must be true and correct in all respects) as of the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality qualifier in which case it must be true and correct in all respects) as of the earlier date) and that no Default or Event of Default has occurred or is continuing under the Credit Agreement; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at and each of the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, other documents executed in any breach or default under any other document, instrument or agreement connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiaries, in accordance with their respective terms and the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or transactions contemplated hereby; and (ii) this Amendment and each other document executed in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by the benefit duly authorized officers of or on behalf of the Borrower, and each Company and such document constitutes a the legal, valid and binding obligation of each Companythe Borrower, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company By their execution hereof, each Loan Party hereby represents and warrants thatas follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andSuch Loan Party has the right, at the time of execution hereof power and have been duly authorized by authority and has taken all necessary corporate and similar action; other action to authorize the execution and delivery of, and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party. (b) does not This Agreement and will not result, each other document executed in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by its duly authorized officers, and each such document constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof and on the Consent Effective Date, except to creditors rights generally the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) that of Section 5.05 of the remedy of specific performance and injunctive and other forms of equitable relief may Credit Agreement shall be subject deemed to equitable defenses and refer to the discretion most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the court before which any proceeding therefor may be broughtCredit Agreement. 3.3. Both before (d) No Default or Event of Default (as defined in the Credit Agreement) and no Voting Transfer Event (as defined in the Deeds of Pledge) has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date transactions contemplated hereby. (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (be) no Default or Event of Default has occurred and No Loan Party is continuingan Affected Financial Institution.

Representations and Warranties; No Default. Each Company SECTION 5.1. By its execution hereof, the Borrower hereby represents certifies on behalf of itself and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any each of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any that each of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or representations and warranties set forth in the aggregateCredit Agreement (excluding, have not hadhowever, those contained in SECTION 6.7 of the Credit Agreement) and would not reasonably the other Loan Documents is true and correct as of the date hereof (unless such representations and warranties are stated to relate solely to an earlier date), in which case such representations and warranties shall be expected true and correct as of such earlier date as if fully set forth herein; PROVIDED, that the representations and warranties contained in SECTION 6.5 of the Credit Agreement shall be deemed to result inrelate to the October 26, a Material Adverse Effect 1997 financial information delivered to the Agent and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or orderLenders. 3.2SECTION 5.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion As of the court before which any proceeding therefor may be brought. 3.3. Both before date hereof, and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained agreement set forth in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true3.1 hereof, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuingcontinuing under the Credit Agreement and, after giving effect to the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing under the Amended and Restated Credit Agreement. SECTION 5.3. Except as previously disclosed by the Borrower to the Agent and the Lenders pursuant to SECTION 6.7; (a) no labor controversy, litigation, arbitration or governmental investigation or proceeding is pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries which might materially adversely affect the Borrower's consolidated business, operations, assets, financial condition or properties or which purports to affect the legality, validity or enforceability of the Amended and Restated Credit Agreement, the Notes or any other Loan Document; and (b) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding previously disclosed pursuant to SECTION 6.7 of the Credit Agreement which might materially adversely affect the consolidated businesses, operations, assets, financial condition or properties of the Borrower and its Subsidiaries.

Representations and Warranties; No Default. Each Company By its execution hereof the Borrower and each of the Guarantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: 3.1. The (a) After giving effect to this Amendment and the modifications set forth in paragraph 1 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except that for purposes of this paragraph 6(a)(i), the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent annual and quarterly financial statements furnished pursuant to Sections 5.1(a) and (b) of the Credit Agreement, respectively; (b) After giving effect to this Amendment and the modifications set forth herein, no Default or Event of Default has occurred or is continuing; (c) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at and each of the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not resultother documents executed in connection herewith to which it is a party, in any breach or default under any accordance with their respective terms and the modifications contemplated hereby; (d) This Amendment and each of the other document, instrument or agreement documents executed in connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiariesparty, including the PremisesGuaranty Agreement, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for by the benefit duly authorized officers of or on behalf of the Borrower and each Company Guarantor, as applicable, and each such document constitutes a the legal, valid and binding obligation of each Companythe Borrower or such Guarantor, as applicable, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating to creditors which affect the enforcement of creditors’ rights generally in general and (b) that the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses remedies; and (e) No consent, license or approval is required in connection with the execution, delivery and to performance by such Loan Party and the discretion validity against such Loan Party of this Amendment and each of the court before other documents executed in connection herewith to which any proceeding therefor may be broughtit is a party. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby By its execution hereof, (a) the Borrower represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof Agreement (ai) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the each other Transaction Documents Loan Document (including this Agreement) are true, true and correct and complete in all material respects on and as of the date hereof as if made on such date (and except to the extent that any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true, correct and complete in all respects), other than any such representations and or warranties shall relate that, by their express terms, refer to the Effective Date or another an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date (except to the extent that any such representation and warranties warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be deemed to be amended to relate to the date hereoftrue, correct and complete in all respects), and (bii) no Default or Event of Default has occurred and is continuingcontinuing as of the effective date hereof or will occur after giving effect to this Agreement; and (b) the Borrower hereby certifies, represents and warrants to the Agent, for the benefit of the Lender Group and the Bank Product Providers, that (a) it is duly authorized to execute and deliver this Agreement, and to perform its obligations under this Agreement; (b) this Agreement has been duly executed and delivered on behalf of its duly authorized representative; (c) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and (d) its execution, delivery and performance of this Agreement do not violate or constitute a breach of (i) any of its Governing Documents, (ii) any material agreement or instrument to which such party is a party, or (iii) any Applicable Law to which it or its properties or operations is subject.

Representations and Warranties; No Default. Each Company hereby Credit Party represents and warrants thatas follows as of the date hereof: 3.1. The (a) In respect of each Loan Party, neither the execution, delivery and or performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at Agreement nor compliance with the time of execution terms and provisions hereof and have been duly authorized by all necessary corporate and similar action; the other transactions contemplated hereby will (bi) does not and will not resultcontravene the terms of any of such Person’s Organizational Documents, (ii) conflict with or result in any breach or default contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any other documentpayment to be made under (x) any material order, instrument injunction, writ or agreement decree of any Governmental Authority or any arbitral award to which a Company such Person or its property is subject or (y) any of its Subsidiaries Contractual Obligation to which such Person is a party or to which a Company affecting such Person or the properties of such Person or any of its Subsidiaries, or (iii) violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (a)(ii)(y), to the Premisesextent that such violation, the Collateral conflict, breach, contravention or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would payment could not reasonably be expected to result in, have a Material Adverse Effect Effect. (b) Each Loan Party (i) has the corporate or other organizational power and authority to execute, deliver and perform the terms and provisions of this Agreement and (cii) will has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement except, in the case of clause (b)(i) (other than with respect to the Borrower), to the extent that failure to do so could not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2reasonably be expected to have a Material Adverse Effect. This Amendment Each Loan Party has been duly executed and delivered for this Agreement and this Agreement constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, such Loan Party enforceable against such Company in accordance with its terms terms, except (a) as the same enforceability thereof may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally Debtor Relief Laws and (b) that the remedy general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity. 3.3. Both before (c) Upon the effectiveness of this Agreement and immediately after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as making of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Restatement Effective Date or another earlier dateTerm Loans as contemplated herein, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred exists and is continuing.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time Each of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties made by the Company Parties in this Agreement shall be true and correct in all respects as of the Companies contained date made, and shall be true and correct in Section 4.1 all respects as of the Note Purchase Agreement and Closing Date, with the other Transaction Documents are true, correct and complete same effect as if made on and as of the date hereof as if made Closing Date; each of the covenants, agreements and obligations of the Company Parties under this Agreement to be performed or satisfied by it or them on such date (and or prior to the extent any representations and warranties Closing Date shall relate to the Effective Date have been performed or another earlier date, such representation and warranties shall be deemed to be amended to relate to satisfied by it or them on or before the date hereof), ; and (b) no Default or Event of Default shall exist or result from the issuance and sale of the Securities or the other transactions contemplated by this Agreement or the Tender Offer Documents. The Company Parties shall have delivered to the Purchaser an officers' certificate, signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company, dated as of the Closing Date, to such effect and to the effect that each of the other conditions set forth in this Section 6 has occurred been satisfied and is continuingfulfilled. (b) Notwithstanding the foregoing, on or before the Closing Date, the Company shall have delivered to the Purchaser audited financial statements of the Company Parties consisting of a balance sheet as of September 30, 2000, and a statement of operations and cash flows for the twelve (12) month period ended September 30, 2000. On the Closing Date, the representations and warranties by the Company Parties set forth in Section 3.10(a)(i) shall mean and refer to the financial statements described in the previous sentence of this Section 6.2, as well as the financials described in Section 3.10(a)(i), and the officers' certificate to be provided by the Company Parties pursuant to this Section 6.2 shall so state. (c) The Company Parties shall have delivered to the Purchaser and updated Schedule 3.7(a) reflecting the capitalization of the Company after giving effect to the Tender Offer, which Schedule shall be based upon information reasonably available to the Purchaser upon the Closing as to public shareholders. The officers' certificate to be provided by the Company Parties pursuant to this Section 6.2 shall certify the accuracy of such updated Schedule.

Representations and Warranties; No Default. Each Company hereby By its execution hereof, (a) the Borrower represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment that (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (ai) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the each other Transaction Documents Loan Document (including this Agreement) are true, true and correct and complete in all material respects on and as of the date hereof as if made on such date (and except to the extent that any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true, correct and complete in all respects), other than any such representations and or warranties shall relate that, by their express terms, refer to the Effective Date or another an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date (except to the extent that any such representation and warranties warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be deemed to be amended to relate to the date hereoftrue, correct and complete in all respects), and (bii) no Default or Event of Default has occurred and is continuingcontinuing as of the effective date hereof or will occur after giving effect to this Agreement; and (b) each Credit Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of each Credit Party, and each such document constitutes the legal, valid and binding obligation of each such Credit Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; and (iii) such Credit Party has received all third party and Governmental Authority consents, authorizations and approvals necessary in connection with the execution, delivery, performance, validity and enforceability of this Agreement and the transactions contemplated hereby.

Representations and Warranties; No Default. Each Company By their execution hereof, each Loan Party (including, for purposes of this section, Dutch NewCo) hereby represents and warrants thatas follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andSuch Loan Party has the right, at the time of execution hereof power and have been duly authorized by authority and has taken all necessary corporate and similar action; other action to authorize the execution and delivery of, and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party. (b) does not This Agreement and will not result, each other document executed in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment connection herewith has been duly executed and delivered for by its duly authorized officers, and each such document constitutes the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company in accordance with its terms terms, except (a) as the same such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to creditors rights generally the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Section 5.05 of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate refer to the date hereof), most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) no No Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and the transactions contemplated hereby. (e) No Loan Party is continuingan EEA Financial Institution.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time Each of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties made by the Company in this Agreement shall be true and correct in all material respects as of the Companies contained date made, and shall be true and correct in Section 4.1 all material respects as of the Note Purchase Agreement and Closing Date, with the other Transaction Documents are true, correct and complete same effect as if made on and as of the date hereof as if made Closing Date; (b) each of the covenants and obligations of any Company Party in this Agreement to be performed or satisfied by it on such date (and or prior to the extent any representations and warranties Closing Date shall relate to have been performed or satisfied by it in all material respects on or before the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and Closing Date; (bc) no Default or Event of Default has shall have occurred and is continuingcontinuing or will occur as a result of the execution and delivery of the Securities Purchase Agreement or any other Investment Document or the consummation of the other transactions contemplated hereby or thereby, including the issuance and sale of the Securities, the issuance of the Guaranties or the grant of any Liens as contemplated by the Collateral Documents; (d) no Material Adverse Change shall have occurred since December 31, 2007, except as set forth on Schedule 3.8(b), or will occur as a result of the execution and delivery of this Agreement or any other Investment Document, the issuance and sale of the Securities, the issuance of the Guaranties, the grant of any Liens as contemplated by the Collateral Documents or the consummation of the other transactions contemplated hereby or thereby, and (e) each of the other conditions precedent set forth in this Section 5 has been satisfied and fulfilled. The Company shall have delivered to the Purchaser an Officers’ Certificate, dated as of the Closing Date, to such effect.

Representations and Warranties; No Default. Each Company The Borrower represents and warrants to the Lenders and the Administrative Agent, on and as of the date hereof, that the representations and warranties set forth in Article V of the Credit Agreement, and in each other Loan Document, are true and correct in all material respects (except (i) to the extent of changes resulting from transactions contemplated or permitted by this Amendment, the Credit Agreement and the other Loan Documents, (ii) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties are true and correct in all respects, (iii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except to the extent such representations and warranties are qualified by the inclusion of a materiality standard, in which case they are true and correct in all respects as of such earlier date) and (iv) that the representations and warranties contained in clauses (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement), provided that all references therein to the Credit Agreement shall refer to the Credit Agreement as amended hereby. In addition, the Borrower hereby represents and warrants that: 3.1. The execution, that the execution and delivery and performance by such Company the Borrower of this Amendment (a) and the performance by the Borrower of all of its agreements and obligations under the Credit Agreement as amended hereby are within such Company’s the corporate or similar powers and, at other organizational authority of the time of execution hereof Borrower and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, organizational action on the Premises, the Collateral or any part of the property Borrower. The execution and delivery of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or this Amendment will result in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and legally binding obligation obligations of each Companythe Borrower, enforceable against such Company the Borrower in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium insolvency or similar other laws now or hereafter in effect of general application relating to creditors or affecting the enforcement of creditors’ rights generally and (b) general principles of equity. The Borrower hereby further represents and warrants that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby Borrower represents and warrants thatto the Lenders as of the date hereof and as of the date of effectiveness of this Amendment: 3.1. (a) The execution and delivery of this Amendment by the Borrowers has been duly authorized. (b) The execution, delivery and performance by such Company each of the Borrowers of this Amendment Amendment, will not (a) are within such Company’s corporate contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or similar powers anddecree of any court or governmental instrumentality, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under under, or result in the creation or imposition of (or the obligation to create or impose) any other document, instrument Lien upon any of the property or agreement to which a Company assets of any Credit Party or any of its the Restricted Subsidiaries (other than Liens created under the Credit Documents or Liens subject to the Intercreditor Agreements) pursuant to, the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which such Credit Party or any of the Restricted Subsidiaries is a party or to by which a Company it or any of its Subsidiariesproperty or assets is bound or (c) violate any provision of the certificate of incorporation, the Premises, the Collateral by-laws or other organizational documents of such Credit Party or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and Restricted Subsidiaries. (c) will not violate any applicable lawThe representations and warranties set forth in the Credit Agreement and in the other Credit Documents are true and correct in all material respects with the same effect as if made on the date hereof, statuteexcept to the extent such representations and warranties expressly relate to an earlier date, regulation, rule, ordinance, code, rule or orderin which case such representations and warranties shall have been true and correct in all material respects as of such earlier date. 3.2. This Amendment has been duly executed and delivered for (d) At the benefit time of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are trueAmendment, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the New Lender that: 3.1. The : (a) all of Borrower's representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Joinder; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Joinder and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof Joinder by Borrower and Parent have been duly authorized by all necessary corporate and similar corporate, partnership or other action; (be) the execution and delivery of this Joinder and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; 3.2. This Amendment has been duly 2 (f) this Joinder, the New Note, the Guarantor Consent, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.; and

Representations and Warranties; No Default. Each Company of the Loan Parties represents and warrants to the Lenders and the Administrative Agent, on and as of the date hereof, that the representations and warranties set forth in Article V of the Credit Agreement, and in each other Loan Document, are true and correct in all material respects (except (i) to the extent of changes resulting from transactions contemplated or permitted by this Amendment, the Credit Agreement and the other Loan Documents, (ii) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties are true and correct in all respects, (iii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except to the extent such representations and warranties are qualified by the inclusion of a materiality standard, in which case they are true and correct in all respects as of such earlier date) and (iv) that the representations and warranties contained in clauses (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement), provided that all references therein to the Credit Agreement shall refer to the Credit Agreement as amended hereby. In addition, each of the Loan Parties hereby represents and warrants that: 3.1. The execution, that the execution and delivery by such Person of this Amendment and the performance by such Company Person of this Amendment (a) all of its agreements and obligations under the Credit Agreement as amended hereby are within such Company’s the corporate or similar powers and, at the time other organizational authority of execution hereof such Person and have been duly authorized by all necessary corporate or other organizational action on the part of such Person. The execution and similar action; (b) does not and delivery of this Amendment will not result, result in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and legally binding obligation obligations of each Companysuch Loan Party, enforceable against such Company Loan Party in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium insolvency or similar other laws now or hereafter in effect of general application relating to creditors or affecting the enforcement of creditors’ rights generally and (b) that the remedy general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion equity. Each of the court before which any proceeding therefor may be brought. 3.3. Both before Loan Parties hereby further represents and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) warrants that no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby In order to induce the Lenders to consent to this First Amendment, the Borrower represents and warrants that: 3.1. The to each of the Lenders and the Agents that on and as of the date hereof after giving effect to this First Amendment, (i) no Default or Event of Default exists as of the First Amendment Effective Date; (ii) the representations and warranties of each Loan Party contained in Section 5 of the Credit Agreement and in the other Loan Documents, as applicable, are true and correct in all material respects on and as of the date hereof except to the extent that such representations and warranties relate 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; (iii) the execution, delivery and performance by such Company of this First Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have has been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, limited liability company action on the Premises, the Collateral or any part of the property of a Company or any of its Subsidiaries is subject or boundBorrower, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for by the benefit of or on behalf of each Company Borrower and constitutes a legal, valid and binding obligation of each Companythe Borrower, enforceable against such Company the Borrower in accordance with its terms terms, except (a) as to the same extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (biv) that the remedy of specific execution and delivery hereof by the Borrower and the performance and injunctive and other forms observance by the Borrower of equitable relief may be subject to equitable defenses and the provisions hereof do not violate or conflict with (A) any Organizational Document of the Borrower or (B) any Requirement of Law applicable to the discretion Borrower or result in a breach of any provision of any Contractual Obligation of the court before which Borrower in any proceeding therefor may respect that would reasonably be broughtexpected to have a Material Adverse Effect. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company The Borrower hereby represents and warrants thatto the Banks, the Facility Agent and the Administrative Agent as follows: 3.1. The execution, delivery and performance by such Company of this Amendment (a) Each of the representations and warranties contained in the Credit Agreement, the other Loan Documents or any in any document or instrument delivered pursuant to or in connection with the Credit Agreement are true at and as of the date hereof with the same effect as if made at and as of the date hereof (except to the extent of changes resulting directly from the transactions contemplated or permitted by the Credit Agreement and the other Loan Documents and changes occurring during the ordinary course of business that singly or in the aggregate are not materially adverse to the Banks or the business or financial affairs of the Borrower, and to the extent that such representations and warranties relate expressly to an earlier date). No event has occurred and is continuing on the date hereon that constitutes a Default or Event of Default. (b) The execution and delivery by the Borrower of this Waiver and Amendment and the performance by the Borrower of its obligations hereunder in accordance with its terms: (i) are within such Company’s the corporate or similar powers andof the Borrower, at the time of execution hereof and have been duly authorized by all necessary corporate action, and similar action; (b) does do not and will not resultcontravene any provision of law applicable to the Borrower; (ii) do not require any approval, consent, order, authorization, or license by, or giving notice to, or taking any other action with respect to any governmental or regulatory authority, under any provisions of any laws or any governmental rules, regulations, orders or decrees applicable to and binding upon the Borrower, except such as have been obtained, and are in full force and effect and adequate for their purposes; (iii) do not require any filing, recording or enrolling of any instrument with any governmental or regulatory authority of any political subdivision thereof except such as have been obtained and are in full force and effect and adequate for their purposes; (iv) do not contravene the terms of the certificate of incorporation, by-laws or other corporate governance documents; (v) will not conflict with or result in any breach or default contravention of or the creation of any Lien under any other documentindenture, agreement, lease, instrument or agreement undertaking to which a Company or any of its Subsidiaries the Borrower is a party or to by which a Company or any of its Subsidiariesproperties, the Premises, the Collateral assets or any of the property of rights is or will become bound or affected; and (vi) is and will be a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and legally binding obligation of each Company, the Borrower and is and will be enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws now or hereafter in effect relating to creditors rights or affecting generally the enforcement of creditors' rights. (c) The execution, delivery and (b) that the effectiveness of this Waiver and Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Administrative Agent, the Facility Agents or any Bank under the Credit Agreement or any of the court before which other Loan Documents. Without limiting the generality of the foregoing, the Borrower agrees and acknowledges that, except as expressly set forth herein, this Waiver and Amendment shall not constitute a waiver by the Banks, the Facility Agents or the Administrative Agent of any proceeding therefor may be broughtcondition, provision or covenant in the Credit Agreement or any Loan Document, including, without limitation, any condition to borrowings and shall not in any way preclude the Banks, the Facility Agents or the Administrative Agent from exercising all rights, powers and remedies under and in respect of the Credit Agreement, the Loan Documents or otherwise . 3.3. Both before (d) The Borrower shall reimburse the Administrative Agent and after giving effect to this Amendment on the date hereof (a) Banks for all of their expenses, including, without limitation, attorneys' fees and expenses, incurred in connection with the representations negotiation, preparation, execution, and warranties administration of the Companies contained in Section 4.1 provisions, of the Note Purchase Agreement this Waiver and Amendment and the other Transaction Documents are true, correct documents and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuinginstruments contemplated hereby.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the Amended Notes, the Guarantor Consents, the Additional Collateral Documents, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby In order to induce the Lenders party hereto and the Administrative Agent to enter into this Sixth Amendment, the Borrower represents and warrants that: 3.1. The to each of such Lenders and the Administrative Agent that on and as of the date hereof after giving effect to this Sixth Amendment, (i) no Default or Event of Default exists; (ii) the representations and warranties of each Loan Party contained in Section 5 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof except to the extent that such representations and warranties relate 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; (iii) the execution, delivery and performance by such Company of this Sixth Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have has been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, action on the Premises, the Collateral or any part of the property of a Company or any of its Subsidiaries is subject or boundBorrower, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for by the benefit of or on behalf of each Company Borrower and constitutes a legal, valid and binding obligation of each Companythe Borrower, enforceable against such Company the Borrower in accordance with its terms terms, except (a) as to the same extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (biv) that the remedy of specific execution and delivery hereof by the Borrower and the performance and injunctive and other forms observance by the Borrower of equitable relief may be subject to equitable defenses and the provisions hereof do not violate or conflict with (A) any Organizational Document of the Borrower or (B) any Requirement of Law applicable to the discretion Borrower or result in a breach of any provision of any Contractual Obligation of the court before which Borrower, in each case, in any proceeding therefor may respect that would reasonably be broughtexpected to have a Material Adverse Effect. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby In order to induce the Lenders to consent to this Third Amendment, each of the Borrower, Holdings and each other Guarantor represents and warrants warrants, on the Third Amendment Effective Date, to each of the Consenting Lenders and the Administrative Agent that: 3.1. The (1) the execution, delivery and performance by such Company Loan Party of this Third Amendment (a) are is within such CompanyLoan Party’s corporate or similar powers andother powers, at the time of execution hereof and have has been duly authorized by all necessary corporate or other organizational action, and similar action; (b) does not and will not result(i) contravene the terms of any of such Loan Party’s Organization Documents, (ii) conflict with or result in any breach or default contravention of, or the creation of any Lien under, or require any payment to be made under (A) any other document, instrument or agreement Contractual Obligation to which a Company or any of its Subsidiaries such Loan Party is a party or by which such Loan Party or the properties of such Loan Party are affected or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which a Company such Loan Party or its property is subject; or (iii) violate any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or boundmaterial Law; in each case, except for with respect to any violation, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) or (iii) to the extent that such breaches violation, conflict, breach, contravention or defaults which, individually or in the aggregate, have not had, and would payment could not reasonably be expected to result in, have a Material Adverse Effect Effect; (2) this Third Amendment and (c) will not violate any applicable lawthe Credit Agreement, statuteas amended hereby, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes constitute a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company Loan Party in accordance with its terms terms, except (a) as the same enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other laws now or hereafter in effect relating to creditors affecting creditors’ rights generally and by general equitable principles; (b3) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the all representations and warranties of the Companies Borrower and each other Loan Party contained in Section 4.1 Article V of the Note Purchase Credit Agreement and the any other Transaction Documents Loan Document are true, true and correct in all material respects (and complete in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof as if made on such date (and Third Amendment Effective Date, except to the extent any that such representations and warranties shall relate specifically refer to the Effective Date or another an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section Three, the representations and warranties contained in Sections 5.05(a), (b), (c) and (e) of the Credit Agreement shall be deemed to be amended to relate refer to the date hereofmost recent statements furnished pursuant to Sections 6.01(a), and (b) and (c) of the Credit Agreement, respectively; and (4) no Default or Event exists as of Default has occurred and is continuingthe Third Amendment Effective Date.

Representations and Warranties; No Default. Each Company By its execution hereof, (a) the Borrower and each of the Guarantors hereby certifies, represents and warrants to the Existing Administrative Agent, the Replacement Administrative Agent and the Lenders that: 3.1. The (i) after giving effect to this Agreement and the transactions set forth in paragraphs 1, 2 and 3 above, each of the representations and warranties set forth in the Amended Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except that for purposes of this paragraph 6(a)(i), the representations and warranties contained in Section 3.4(a) of the Credit Agreement shall be deemed to refer to the most recent annual and quarterly financial statements furnished pursuant to Sections 5.1(a) and (b) of the Credit Agreement, respectively; (ii) after giving effect to this Agreement and the transactions set forth in paragraphs 1, 2 and 3 above, no Default or Event of Default has occurred or is continuing; (iii) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers andAgreement and each of the other documents executed in connection herewith to which it is a party, at including the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not resultGuaranty Agreement, in any breach or default under any accordance with their respective terms and the transactions contemplated hereby; (iv) this Agreement and each of the other document, instrument or agreement documents executed in connection herewith to which a Company or any of its Subsidiaries it is a party or to which a Company or any of its Subsidiariesparty, including the PremisesGuaranty Agreement, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for by the benefit duly authorized officers of or on behalf of the Borrower and each Company Guarantor, as applicable, and each such document constitutes a the legal, valid and binding obligation of each Companythe Borrower or such Guarantor, as applicable, enforceable against such Company in accordance with its terms terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar state or federal debtor relief laws now or hereafter from time to time in effect relating which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; and (v) no consent, license or approval is required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of this Agreement and each of the other documents executed in connection herewith to creditors rights generally and which it is a party, including the Guaranty Agreement; and (b) the Borrower hereby certifies, represents and warrants to the Existing Administrative Agent, the Replacement Administrative Agent and the Lenders that the remedy rating of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and Index Debt as of the date hereof as if made on such date (is Ba1 by Xxxxx’x and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.BBB by S&P.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Lenders and the Agents that all of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the Borrower's representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Loan Agreement and the other Transaction Loan Documents are true, true and correct and complete in all material respects on and as of the date hereof as if fully as though such representations and warranties had been made on such the date hereof (except for changes therein occurring since the Effective Date in the ordinary course of business which do not constitute a Default or Event of Default hereunder, which are not, individually or in the aggregate, materially adverse to the assets, liabilities, financial conditions or results of operations of Obligors, or either of them, and which have, to the extent any representations and warranties shall relate required, been disclosed to the Effective Date Agents and/or the Majority Lenders pursuant to Section 6.8 of the Loan Agreement or another earlier date, such representation otherwise) and warranties shall be deemed with specific reference to be amended this First Amendment and any and all documents executed in connection herewith. To induce the Lenders and the Agents to relate enter into this First Amendment and to continue to make advances to Borrower pursuant to the Loan Agreement, as amended hereby, Borrower and hereby represents and warrants that, on and as of the date hereof)of this First Amendment, and (b) no Default Event of Default, nor any event or condition which, with notice, lapse of time, or both, would constitute an Event of Default has occurred and is continuingcontinuing under the Loan Agreement. As a further inducement of the Lenders and the Agents to enter into this First Amendment and to continue to make advances to Borrower pursuant to the Loan Agreement, as amended hereby, Borrower hereby represents and warrants to the Agents and the Lenders as follows: (a) Borrower has the power and authority to enter into this First Amendment and the other instruments, documents or agreements executed by Borrower pursuant hereto or in connection herewith (the "Amendment Documents") and to perform all of its respective obligations hereunder and thereunder; (b) the execution and delivery of this First Amendment and the Amendment Documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) on the part of Borrower; (c) the execution and delivery of this First Amendment and the Amendment Documents and performance thereof by the Borrower does not and will not violate the Articles or Certificate of Incorporation, By-laws or other organizational documents of Borrower and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to Borrower or its properties; and (d) the First Amendment and the Amendment Documents have been duly executed and delivered by Borrower and constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms.

Representations and Warranties; No Default. Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete paragraph 8 shall be true on and as of the date hereof as if made on of such date (Revolving Loan, except to the extent of changes caused by the transactions herein contemplated and to the extent any such representations and warranties shall by their express terms relate solely to the Effective Date or another an earlier date, such representation and warranties ; there shall be deemed to be amended to relate to exist on the date hereof), and (b) of such Revolving Loan no Default or Event of Default or Default; and the Company shall have delivered to Prudential an Officer's Certificate, dated the date of such Revolving Loan, to both such effects. In addition to the foregoing, the Company shall further include in the Officer's Certificate delivered pursuant to the next preceding sentence further representations and warranties to the following effects: (i) the latest financial statements delivered by the Company pursuant to paragraphs 5A(i) and 5A(ii) (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company required to be shown in accordance with such principles; the balance sheets fairly present the condition of the Company as of the dates thereof, and the statements of income, stockholders' equity and cash flows fairly present the results of operations of the Company and its cash flows for the periods indicated; and there has occurred been no material adverse change in the business, property or assets, condition (financial or otherwise) or operations of the Company or the Project since the date of the most recent balance sheet furnished pursuant to paragraph 5A(i) or 5A(ii); (ii) there is no action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened against the Company or the Project, or any properties or rights of the Company or the Project, by or before any court, arbitrator or administrative or governmental body which might result in any material adverse change in the business, property or assets, condition (financial or otherwise) or operations of the Company or the Project; (iii) the Company has filed all federal, state and other income tax returns which, to the knowledge of the officers of the Company, are required to be filed, and has paid all taxes shown on such returns and on all assessments received by it to the extent that such taxes have become due, except such taxes as are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles; (iv) each of the Company and Manager has procured and is continuingin possession of all licenses, permits or registrations required by federal, state or local laws for the ownership, operation and maintenance of the Project, as the case may be; and (v) the Company and all of its properties and facilities (including without limitation the Project) have complied at all times and in all respects with all Environmental Laws except, in any such case, where failure to comply would not result in a material adverse effect on the business, properties or assets, condition (financial or otherwise) or operations of the Company or the Project. Each of the giving of the applicable notice of borrowings pursuant to paragraph 2C and the acceptance by the Company of the proceeds of such Revolving Loan shall constitute a representation and warranty by the Company to all such effects on the date of such Revolving Loan.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower’s representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower’s execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the Guarantor Consents, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company hereby Borrower represents and warrants thatto the Lenders as of the date hereof and as of the date of effectiveness of this Amendment: 3.1. (a) The execution and delivery of this Amendment by the Credit Parties has been duly authorized. (b) The execution, delivery and performance by such Company the Credit Parties of this Amendment Amendment, will not (a) are within such Company’s corporate or similar powers andcontravene any applicable provision of any material Applicable Law (including material Environmental Laws), at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of US Holdings, the Borrower or any Restricted Subsidiary (other than Liens created under the Credit Documents or Liens subject to the Intercreditor Agreement) pursuant to the terms of any material indenture (including the Existing Notes Indentures), loan agreement, lease agreement, mortgage, deed of trust or other document, material agreement or instrument or agreement to which US Holdings, the Borrower or any Restricted Subsidiary is a Company party or by which it or any of its Subsidiaries property or assets is a party bound other than any such breach, default or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would Lien that could not reasonably be expected to result in, in a Material Adverse Effect and Effect, or (c) will not violate any applicable lawprovision of the Organizational Documents of US Holdings, statute, regulation, rule, ordinance, code, rule the Borrower or orderany Restricted Subsidiary. 3.2. This Amendment has been duly executed (c) The representations and delivered for warranties set forth in the benefit of or on behalf of each Company Credit Agreement and constitutes a legal, valid in the other Credit Documents are true and binding obligation of each Company, enforceable against such Company correct in accordance all material respects with its terms except (a) as the same may be limited by bankruptcyeffect as if made on the date hereof and the date of effectiveness of this Amendment, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and except to the discretion extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of the court before which any proceeding therefor may be broughtsuch earlier date. 3.3. Both before (d) At the time of and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are trueAmendment, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company Credit Party hereby represents jointly and warrants that: 3.1. The execution, delivery severally represent and performance by such Company of this Amendment warrant to the Lender that (a) are within such Company’s corporate or similar powers and, at the time all of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the Credit Parties' representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and Credit Agreement, the other Transaction Loan Documents and this Amendment are true, true and correct and complete on and as of the date hereof of this Amendment (or, if any such representation or warranty is expressly stated to have been made as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier of a specific date, as of such specific date) except, in the case of the representation and warranties shall be deemed to be amended to relate to set forth in Section 6.1(q) of the date hereof)Credit Agreement, and as reflected in the Borrower's interim financial statements for the period ending September 30, 2000; (b) no Default or Event of Default has occurred and is continuingcontinuing as of such date under any Loan Document, except any Default or Event of Default waived under Section 3 of this Agreement; (c) each Credit Party has the power and authority to enter into this Amendment and the other Amendment Documents to which it is a party and to perform all of its obligations hereunder and thereunder; (d) the execution, delivery and performance of this Amendment and the Amendment Documents have been duly authorized by all necessary corporate or partnership action on the part of each Credit Party; (e) this Amendment and the Amendment Documents are the legal, valid and binding obligations of the Credit Parties party thereto, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies; and (f) the execution and delivery of this Amendment and the Amendment Documents and performance thereof by the Credit Parties do not and will not violate the Certificate or Articles of Incorporation, By-laws or other organizational documents of any Credit Party and do not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to any Credit Party or its properties.

Representations and Warranties; No Default. Each Company hereby In order to induce the Lenders to consent to this Second Amendment, each of the Borrower, Holdings and each other Guarantor represents and warrants warrants, on the Second Amendment Effective Date, to each of the Lenders and the Agents that: 3.1. The (1) the execution, delivery and performance by such Company Loan Party of this Second Amendment (a) are is within such CompanyLoan Party’s corporate or similar powers andother powers, at the time of execution hereof and have has been duly authorized by all necessary corporate or other organizational action, and similar action; (b) does not and will not result(i) contravene the terms of any of such Loan Party’s Organization Documents, (ii) conflict with or result in any breach or default contravention of, or the creation of any Lien under, or require any payment to be made under (A) any other document, instrument or agreement Contractual Obligation to which a Company or any of its Subsidiaries such Loan Party is a party or by which such Loan Party or the properties of such Loan Party are affected or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which a Company such Loan Party or its property is subject; or (iii) violate any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or boundmaterial Law; in each case, except for with respect to any violation, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) or (iii) to the extent that such breaches violation, conflict, breach, contravention or defaults which, individually or in the aggregate, have not had, and would payment could not reasonably be expected to result in, have a Material Adverse Effect Effect; (2) this Second Amendment and (c) will not violate any applicable lawthe Credit Agreement, statuteas amended hereby, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes constitute a legal, valid and binding obligation of each Companysuch Loan Party, enforceable against such Company Loan Party in accordance with its terms terms, except (a) as the same enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar other laws now or hereafter in effect relating to creditors affecting creditors’ rights generally and by general equitable principles; (b3) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the all representations and warranties of the Companies Borrower and each other Loan Party contained in Section 4.1 Article V of the Note Purchase Credit Agreement and the any other Transaction Documents Loan Document are true, true and correct in all material respects (and complete in all respects if any such representation or warranty is already qualified by materiality) on and as of the date hereof as if made on such date (and Second Amendment Effective Date, except to the extent any that such representations and warranties shall relate specifically refer to the Effective Date or another an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 5(3), the representations and warranties contained in Sections 5.05(a), (b), (c) and (e) of the Credit Agreement shall be deemed to be amended to relate refer to the date hereofmost recent statements furnished pursuant to Sections 6.01(a), and (b) and (c) of the Credit Agreement, respectively; and (4) no Default or Event exists as of Default has occurred and is continuingthe Second Amendment Effective Date.

Representations and Warranties; No Default. Each Company Borrower hereby represents and warrants to the Agent and the Lenders that: 3.1. The (a) all of Borrower's representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of Borrower's execution of this Amendment; (b) no Default or Event of Default has occurred and is continuing as of such date under any Loan Document; (c) Borrower and Parent have the power and authority to enter into this Amendment and to perform all of its obligations hereunder; (d) the execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof by Borrower and Parent have been duly authorized by all necessary corporate corporate, partnership or other action; (e) the execution and similar action; (b) delivery of this Amendment and performance thereof by Borrower and Parent does not and will not resultviolate the Partnership Agreements or other organizational documents of Borrower or Parent or the Certificate of Incorporation, in any breach By-laws or default under any other documentorganizational documents of CBL Holdings I, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have Inc. and does not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate or conflict with any applicable law, statuteorder, regulationwrit, ruleinjunction, ordinanceor decree of any court, codeadministrative agency or other governmental authority applicable to Borrower, rule Parent, CBL Holdings I, Inc., or order.their respective properties; and 3.2. This Amendment has been duly (f) this Amendment, the New Notes, the Amended Notes, the Guarantor Consents, and all other documents executed and delivered for the benefit of or on behalf of each Company and constitutes a in connection herewith, constitute legal, valid and binding obligation obligations of each Companythe parties thereto, enforceable against such Company in accordance with its the respective terms except (a) as the same may be limited by thereof, subject to bankruptcy, insolvency, reorganization moratorium or insolvency and similar laws now or hereafter in effect relating of general application affecting the rights and remedies of creditors and, with respect to creditors rights generally and (b) that the remedy availability of the remedies of specific performance and injunctive and other forms of equitable relief may be enforcement, subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company SECTION 4.1. By its execution hereof, the Borrower hereby certifies on behalf of itself and each of its Subsidiaries that each of the representations and warranties (as amended hereby) set forth in the Credit Agreement (excluding, however, those contained in SECTION 6.7 of the Credit Agreement) and the other Loan Documents is true and correct as of the date hereof (unless such representations and warranties are stated to relate solely to an earlier date), in which case such representations and warranties shall be true and correct as of such earlier date as if fully set forth herein; PROVIDED, that the representations and warranties contained in SECTION 6.5 of the Credit Agreement shall be deemed to relate to the July 7, 1998 financial information delivered to the Agent and Lenders. SECTION 4.2. Borrower hereby represents to the Agent and warrants each Lender that:, except as previously disclosed by the Borrower to the Agent and the Lenders pursuant to SECTION 6.7 of the Credit Agreement; 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate no labor controversy, litigation, arbitration or similar powers andgovernmental investigation or proceeding is pending or, at to the time knowledge of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not resultthe Borrower, in any breach or default under any other document, instrument or agreement to which a Company threatened against the Borrower or any of its Subsidiaries is a party which might materially adversely affect the Borrower's consolidated business, operations, assets, financial condition or properties or which purports to which a Company affect the legality, validity or enforceability of the Credit Agreement, the Notes or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order.other Loan Document; and 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding previously disclosed pursuant to SECTION 6.7 of the remedy Credit Agreement which might materially adversely affect the consolidated businesses, operations, assets, financial condition or properties of specific performance the Borrower and injunctive and other forms of equitable relief may be subject to equitable defenses and its Subsidiaries. SECTION 4.3. Borrower hereby represents to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before Agent and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are trueeach Lender that, correct and complete on and as of the date hereof as if made on such date (and hereof, except with respect to the extent any covenants, representations and warranties shall relate to the Effective Date or another earlier dateand other agreements amended by this First Amendment, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuingcontinuing under the Credit Agreement and, after giving effect to the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Representations and Warranties; No Default. Each Company hereby The Borrower represents and warrants thatto the Lenders as of the date hereof and as of the date of effectiveness of this Amendment: 3.1. (a) The execution, delivery and performance by such Company the Borrower of this Amendment Amendment, (ai) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate requisite limited liability company action and similar action; (bii) does not and will not result, in (A) violate (x) any breach provision of any material Applicable Law or default under of the certificate of formation or other constitutive documents (including the limited liability company agreement) of the Borrower or any other document, instrument or agreement of its Subsidiaries to which a Company the Borrower or any of its Subsidiaries, as the case may be, is subject, or (y) any provision of any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries is a party or to by which it or any of its property is or may be bound, (B) be in conflict with, result in a Company breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other instrument or (C) result in the creation or imposition of any Lien upon any property or assets of the Borrower or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or other than in the aggregatecase of clauses (ii)(A)(y), have not had(ii)(B) and (ii)(C), and would any such violation, breach, default or Lien that could not reasonably be expected to result in, have a Material Adverse Effect Change. (b) The representations and warranties set forth in the Agreement and in the other Credit Documents are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date. (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for At the benefit time of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are trueAmendment, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

Representations and Warranties; No Default. Each Company Credit Party hereby represents and warrants thatthat after giving effect to this Amendment: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within It is a corporation or limited liability company, as applicable, duly incorporated or organized, as the case may be, validly existing and (to the extent such Company’s corporate concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or similar powers organization and, at is duly qualified and authorized to do business in each jurisdiction in which the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any character of its Subsidiaries is a party Properties or to which a Company or any the nature of its Subsidiaries, business requires such qualification and authorization except where the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and failure to be so qualified would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or orderEffect. 3.2. This Amendment (b) It has the power and authority and legal right to execute and deliver, and to perform its obligations under, this Amendment, the Credit Agreement, the Notes, and all other Loan Documents, each as amended by this Amendment, to which it is a party and the performance of its obligations thereunder have been duly executed authorized by proper organizational proceedings, and delivered for the benefit of or on behalf of each Company and constitutes Loan Documents to which such Person is a party constitute legal, valid and binding obligation obligations of each Company, such Person enforceable against such Company Person in accordance with its terms their terms, except (a) as the same enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws now state or hereafter federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ right in general and the availability of equitable remedies. (c) The execution, delivery and performance of this Amendment, the Credit Agreement, and all other Loan Documents, each as amended by this Amendment, the Extensions of Credit thereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to creditors rights generally and any Credit Party or any Subsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) that conflict with, result in a breach of or constitute a default under the remedy articles of specific performance and injunctive and incorporation, bylaws or other forms organizational documents of equitable relief any Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument evidencing Indebtedness or a payment obligation in excess of the Threshold Amount to which such Person is a party or by which any of its properties may be subject bound or any Governmental Approval relating to equitable defenses such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of any Loan Document other than (i) consents, authorizations, filings or ​ ​ ​ other acts or consents for which the failure to obtain or make could not, individually or in the discretion aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) filings of any mortgage or deed of trust with the court before which any proceeding therefor may be broughtapplicable county recording office or register of deeds. 3.3. Both before and after giving effect to this Amendment on the date hereof (ad) the The representations and warranties in Article VII of the Companies contained Credit Agreement, are true and correct in Section 4.1 all material respects, without duplication as to any materiality modifiers, qualifications, or limitations set forth in Article VII of the Note Purchase Agreement Credit Agreement, with respect to such Credit Party and the other Transaction Documents are true, correct and complete on and its Subsidiaries as of the date hereof as if made on such date (and Fifth Amendment Date, except to the extent any such representations and warranties shall specifically relate to the Effective Date or another an earlier date, in which case they are true and correct in all material respects as of such representation and warranties shall be deemed to be amended to relate to the date hereof), and earlier date. (be) There will exist no Default or Event of Default has occurred under the Credit Agreement. (f) To the Borrower’s knowledge, no events have taken place and is continuingno circumstances exist at the date hereof that would give any Credit Party a basis to assert a defense, offset, or counterclaim to any claim of the Administrative Agent or any Lender with respect to the Obligations.

Representations and Warranties; No Default. Each Company By its execution hereof, each Loan Party hereby certifies, represents and warrants to the Administrative Agent, the Incremental Term-1 Loan Lenders and the Lenders that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both both before and after giving effect to this Amendment on the date hereof (a) Incremental Term-1 Loan Commitment, the representations and warranties contained in Article V of the Companies contained in Section 4.1 of the Note Purchase Credit Agreement and the other Transaction Loan Documents are true, true and correct and complete on and as of the date hereof as if made on such date Second Amendment Effective Date (and except to the extent any that such representations and warranties shall relate specifically refer to the Effective Date or another an earlier date, in which case they are true and correct as of such representation earlier date, and except that for purposes of this clause (a), the representations and warranties contained in subsections (a) and (b) of Section 5.07 of the Credit Agreement shall be deemed to be amended to relate refer to the date hereofmost recent statements furnished pursuant to clauses (a) and (b), and respectively, of Section 6.01 of the Credit Agreement); (b) no Default or Event of Default has occurred or is continuing or would result after giving effect to this Agreement and the transactions contemplated hereby; (c) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is continuinga party in accordance with their respective terms and the transactions contemplated hereby; and (d) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of each Loan Party, and each such document constitutes the legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.