Common use of Representations and Warranties of Borrowers Clause in Contracts

Representations and Warranties of Borrowers. Each Borrower hereby: (a) reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations and Warranties of Borrowers. Each Borrower herebyrepresents and warrants to the Agent and the Lenders as follows: (a) reaffirms all representations Each Borrower is a corporation or limited partnership organized or formed, as the case may be, validly existing and warranties made to Agent and Lenders in good standing under the Loan Agreement and all laws of the other Existing Financing Agreements jurisdiction indicated on the signature pages hereto and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, other jurisdictions in which case such representations and warranties were true and correct in all material respects on and as of such other specific date)the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) reaffirms The execution, delivery, and performance by each Borrower of this Amendment are within such Borrower’s corporate or partnership authority, have been duly authorized by all necessary corporate or partnership action and do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such Borrower, the covenants contained Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the Loan Agreement creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (as amended hereby)iv) require any approval of any Borrower’s shareholders, covenants to abide thereby until all Advancespartners, Obligations and other liabilities or members or any approval or consent of Borrowers to Agent and Lenders any Person under the Loan Agreement any material contractual obligation of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lendersany Borrower; (c) represents The execution, delivery, and warrants that no Default performance by each Borrower of this Amendment do not and will not require any registration with, consent, or Event of Default has occurred and is continuing under approval of, or notice to, or other action with or by, any of the Existing Financing AgreementsGovernmental Authority or other Person; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this This Amendment and all assignmentsother documents contemplated hereby, instruments, documents, and agreements when executed and delivered in connection herewithby each Borrower will be the legally valid and binding obligations of such Borrower, are valid, binding and enforceable against each Borrower in accordance with their respective terms, except as such enforceability enforcement may be limited by any applicable equitable principles or by bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws affecting relating to or limiting creditors’ rights generally; and (e) No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower hereby: hereby represents and warrants that, after giving effect to the amendments contained herein, (a) reaffirms all the representations and warranties made to Agent and Lenders under the Loan Agreement and all contained in Section 4 of the other Existing Financing Agreements and confirms that all Credit Agreement are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of the date hereof as though made on and as of such other specific date); , except to the extent that any such representation or warranty specifically relates to an earlier date, (b) reaffirms all the execution, delivery, and performance by such Borrower of this Amendment does not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Domestic Subsidiaries, the covenants contained Governing Documents of any Loan Party or its Domestic Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Domestic Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Domestic Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Agreement Party, other than Permitted Liens, or (as amended hereby)iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, covenants other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to abide thereby until all Advancesobtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred exists under the Credit Agreement on and is continuing under any as of the Existing Financing Agreements; (d) represents date hereof. Without limitation of the preceding sentence, each Borrower hereby expressly re-affirms the validity, effectiveness and warrants that it has the authority and legal right to execute, deliver and carry out the terms enforceability of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement each Loan Document to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignmentsin each case, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability the same may be limited modified by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallythe terms of this Amendment).

Representations and Warranties of Borrowers. Each In order to induce Bank to enter into this Amendment, each Borrower herebyrepresents and warrants to Bank that: (a) reaffirms all The representations and warranties made to Agent and Lenders under the Loan Agreement and all contained in Section 3 of the other Existing Financing Agreements and confirms that all Original Credit Agreement are true and correct in all material respects at and as of the date hereof (except to time of the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date)effectiveness hereof; (b) reaffirms Each Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Original Credit Agreement. Each Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations obligations of such Borrower hereunder and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lendersthereunder; (c) represents The execution and warrants that no Default or Event delivery by each Borrower of Default has occurred this Amendment and is continuing under any the other Amendment Documents, the performance by each Borrower of its obligations hereunder and thereunder and the consummation of the Existing Financing Agreements;transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws of such Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon such Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of such Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrowers of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; and (d) represents When duly executed and warrants that it has the authority and legal right to executedelivered, deliver and carry out the terms each of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignmentsthe other Amendment Documents will be a legal and binding instrument and agreement of Borrowers, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or insolvency and similar laws affecting applying to creditors’ ' rights generally and by principles of equity applying to creditors' rights generally.

Representations and Warranties of Borrowers. Each Borrower hereby: (a) reaffirms The Recitals in this Amendment are true and correct in all respects. (b) All representations and warranties made to Agent and Lenders under of each Borrower in the Loan Agreement and all of in the other Existing Financing Agreements Loan Documents to which each Borrower is a party are incorporated herein in full by this reference and confirms that all are true and correct in all material respects as of the date hereof (hereof, except to the extent that any such representations and warranties specifically relate representation or warranty expressly relates to a specific an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;. (c) represents and warrants that After giving effect to this Amendment, no Event of Default or Unmatured Event of Default has occurred and is continuing under any of the Existing Financing Agreements;continuing. (d) represents and warrants that it Each Borrower has the authority power, and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were has been duly authorized by all necessary limited liability company or corporate requisite action, as applicable, to execute and that the officers executing deliver this Amendment. This Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or has been duly executed by which any of its properties are bound; andeach Borrower. (e) represents This Amendment is the legal, valid and warrants that this Amendment binding obligation of each Borrower, enforceable against each Borrower and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable each of the other Borrowers in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws law affecting creditors’ rights generally. (f) The execution, delivery and performance of this Amendment do not and will not (i) violate any law, rule, regulation or court order to which any of the Borrowers is subject; (ii) conflict with or result in a breach of the certificate of formation or incorporation, bylaws, limited liability company agreement or other organizational documents of any of the Borrowers or any other agreement or instrument to which it is party or by which the properties of any of the Borrowers is bound; or (iii) result in the creation or imposition of any Lien on any property of any of the Borrowers, whether now owned or hereafter acquired, other than Liens in favor of the Bank. (g) No consent or authorization of, filing with or other act by or in respect of any Person is required in connection with the execution, delivery or performance by each of the Borrowers, or the validity or enforceability, of this Amendment, or the consummation of the transactions contemplated hereby.

Representations and Warranties of Borrowers. Each Borrower hereby: (a) reaffirms The Recitals in this Amendment are true and correct in all respects. (b) All representations and warranties made to Agent and Lenders under of each Borrower in the Loan Agreement and all of in the other Existing Financing Agreements Loan Documents to which each Borrower is a party are incorporated herein in full by this reference and confirms that all are true and correct in all material respects as of the date hereof (hereof, except to the extent that any such representations and warranties specifically relate representation or warranty expressly relates to a specific an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;. (c) represents and warrants that no No Event of Default or Unmatured Event of Default has occurred and is continuing under any of the Existing Financing Agreements;continuing. (d) represents and warrants that it Each Borrower has the authority power, and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were has been duly authorized by all necessary limited liability company or corporate requisite action, as applicable, to execute and that the officers executing deliver this Amendment. This Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or has been duly executed by which any of its properties are bound; andeach Borrower. (e) represents This Amendment is the legal, valid and warrants that this Amendment binding obligation of each Borrower, enforceable against each Borrower and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable each of the other Borrowers in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws law affecting creditors’ rights generally. (f) The execution, delivery and performance of this Amendment do not and will not (i) violate any law, rule, regulation or court order to which any of the Borrowers is subject; (ii) conflict with or result in a breach of the certificate of formation or incorporation, bylaws, limited liability company agreement or other organizational documents of any of the Borrowers or any other agreement or instrument to which it is party or by which the properties of any of the Borrowers is bound; or (iii) result in the creation or imposition of any Lien on any property of any of the Borrowers, whether now owned or hereafter acquired, other than Liens in favor of the Bank. (g) No consent or authorization of, filing with or other act by or in respect of any Person is required in connection with the execution, delivery or performance by each of the Borrowers, or the validity or enforceability, of this Amendment, or the consummation of the transactions contemplated hereby.

Representations and Warranties of Borrowers. Each Borrower hereby: Borrowers represent and warrant that (a) reaffirms all no Event of Default exists; (b) the representations and warranties made to Agent and Lenders under of Borrowers contained in the Loan Agreement were true and correct in all of material respects when made and continue to be true and correct in all material respects on the other Existing Financing Agreements and confirms that all are date hereof (except to the extent such representations or warranties were made with respect to a specific date, in which case they shall be true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; ; (c) represents the execution, delivery and warrants that no Default or Event performance by Borrowers of Default has occurred this Agreement and is continuing under any the consummation of the Existing Financing Agreements; (d) represents and warrants that it has transactions contemplated hereby are within the authority and legal right to executecorporate power of each Borrower, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary limited liability company or corporate actionaction on the part of each Borrower, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does do not contravene violate any provisions of its certificate of incorporation any law, rule or formation, operating agreement, bylaws, regulation or other formation documents, as applicable, or any provision of any contract order, writ, judgment, injunction, decree, determination or award presently in effect in which any Borrower is named or any provision of the charter documents of any Borrower, and do not result in a breach of or constitute a default under any agreement or instrument to which it any Borrower is a party or by which any Borrower or any of its properties of any Borrower are bound; and (d) this Agreement constitutes the legal, valid and binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms; (e) represents each Borrower is entering into this Agreement freely and warrants that voluntarily with the advice of legal counsel of its own choosing; and (f) each Borrower has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyAgreement.

Representations and Warranties of Borrowers. Each In order to induce each Lender to enter into this Amendment, each Borrower herebyjointly and severally represents and warrants to each Lender that: (a) reaffirms all The representations and warranties made to Agent and Lenders under the Loan Agreement and all contained in Article V of the other Existing Financing Agreements and confirms that all Original Agreement are true and correct in all material respects at and as of the date hereof (time of the effectiveness hereof, except to the extent any that the facts on which such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as are based have been changed by the extension of such other specific date);credit under the Credit Agreement. (b) reaffirms Such Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Such Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities obligations of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;such Borrower hereunder. (c) represents The execution and warrants that no Default or Event delivery by such Borrower of Default has occurred this Amendment, the performance by such Borrower of its obligations hereunder and is continuing under any the consummation of the Existing Financing Agreements;transactions contemplated hereby do not and will not (i) conflict with any provision of (1) any Law, (2) the organizational documents of such Borrower, or (3) any material agreement, judgment, license, order or permit applicable to or binding upon such Borrower, or (ii) result in the creation of any Lien upon any assets or properties of such Borrower except as expressly contemplated or permitted in the Loan Documents. Except as expressly contemplated in the Loan Documents, no consent, approval, authorization or order of any Tribunal or third party is required in connection with the execution and delivery by such Borrower of this Amendment or to consummate the transactions contemplated hereby. (d) represents When duly executed and warrants that it has the authority and legal right to executedelivered, deliver and carry out the terms each of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignmentsthe Credit Agreement will be a legal and binding obligation of such Borrower, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium insolvency or similar laws affecting Laws of general application relating to the enforcement of creditors’ rights generallyand by equitable principles of general application.

Representations and Warranties of Borrowers. Each To induce Lender to enter into this Amendment, Borrower herebyhereby represents and warrants to Lender that: (a) reaffirms all representations the execution, delivery and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released performance by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms Borrower of this Amendment, that such actions were the Note and the other Loan Documents are within the company power of Borrower, have been duly authorized by all necessary limited liability company action and require no action by or corporate actionin respect of, as applicableor filing with, any governmental or regulatory body, agency or official or any other third party. The execution, delivery and performance by Borrower of this Amendment, the Note and the other Loan Documents do not conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under or result in any violation of, and that Borrower is not now in default under or in violation of, the officers executing this Amendment on its behalf were similarly authorized and empoweredterms of the Certificate or Articles of Organization or Operating Agreement of Borrower, and that this Amendment does not contravene any provisions applicable law, any rule, regulation, order, writ, judgment or decree of its certificate of incorporation any court or formationgovernmental or regulatory agency or instrumentality, operating or any agreement, bylaws, document or other formation documents, as applicable, or of any contract or agreement instrument to which it Borrower is a party or by which any of its properties are bound; andit is bound or to which it is subject; (eb) represents this Amendment, the Note and warrants that this Amendment and all assignments, instruments, documents, and agreements the other Loan Documents have been duly executed and delivered in connection herewithby Borrower and constitute the legal, are valid, valid and binding and obligations of Borrower enforceable in accordance with their respective terms; and (c) as of the date hereof, except all of the covenants, representations and warranties of Borrower set forth in the Loan Agreement are, and on the date of the effectiveness of this Amendment will be, true and correct and as such enforceability may be limited by of the date hereof, there does not exist, and on the date of effectiveness of this Amendment there will not exist, a "Default" or "Event of Default" or default or event of default or any applicable bankruptcyevent which would constitute a "Default" or "Event of Default" or default or event of default but for the passage of time or for the giving of notice, insolvency, moratorium or similar laws affecting creditors’ rights generallyboth under or within the meaning of the Loan Agreement or any other Loan Document.

Representations and Warranties of Borrowers. Each Borrower hereby: (a) reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements Other Documents and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby)) and all of the Other Documents, covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement and all of the Other Documents of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under the Loan Agreement or any of the Existing Financing AgreementsOther Documents; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are is valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations and Warranties of Borrowers. Each Borrower herebyrepresents and warrants that, as of the date hereof: (a) reaffirms all representations Each Borrower has the right and warranties made power and is duly authorized to Agent and Lenders under the Loan enter into this Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct agreements executed in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date)connection herewith; (b) reaffirms all No Event of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is continuing continuing; (c) The execution, delivery and performance by each Borrower of this Amendment and the other agreements to which such Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the terms of its Articles of Certificate of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which such Borrower is a party, or which purports to be binding on such Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which such Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any of such Borrower's properties under any indenture, mortgage, deed of the Existing Financing Agreementstrust, loan or credit agreement or other agreement or instrument to which such Borrower is a party or which purports to be binding on such Borrower or any of its properties; (d) represents and warrants that it has No consent, license, registration or approval of any governmental authority, bureau or agency is required in connection with the authority and legal right to executeexecution, deliver and carry out the terms delivery, performance, validity or enforceability of this Amendment, that such actions were Amendment and the other agreements executed by any Borrower in connection herewith; (e) This Amendment and the other agreements executed by any Borrower in connection herewith have been duly authorized executed and delivered by all necessary limited liability company or corporate action, as applicable, any Borrower and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene are enforceable against any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are boundBorrower in accordance with their terms; and (ef) represents All information, reports and warrants that this Amendment other papers and all assignments, instruments, documents, and agreements executed and delivered data heretofore furnished to Lender or Collateral Agent by any Borrower in connection herewithwith this Amendment, the Loan Agreement and Other Agreements are valid, binding accurate and enforceable correct in accordance with their respective terms, except all material respects and complete insofar as such enforceability may be limited necessary to give Lender true and accurate knowledge of the subject matter thereof. Each Borrower has disclosed to Lender every fact of which it is aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition of such Borrower or the ability of such Borrower to perform its obligations under this Amendment, the Loan Agreement or under any of the Other Agreements. None of the information furnished to Lender by or on behalf of any applicable bankruptcy, insolvency, moratorium Borrower contained any material misstatement of fact or similar laws affecting creditors’ rights generallyomitted to state a material fact or any fact necessary to make the statements contained herein or therein not materially misleading.

Representations and Warranties of Borrowers. Each Borrower herebyrepresents ------------------------------------------- and warrants to the Agent and the Lenders as follows: (a) reaffirms all representations Each Borrower is a corporation or limited partnership organized or formed, as the case may be, validly existing and warranties made to Agent and Lenders in good standing under the Loan Agreement and all laws of the other Existing Financing Agreements jurisdiction indicated on the signature pages hereto and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, other jurisdictions in which case such representations and warranties were true and correct in all material respects on and as of such other specific date)the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) reaffirms all The execution, delivery, and performance by each Borrower of the covenants contained in this Amendment and the Loan Agreement (Documents to which it is a party, as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released within such Borrower's corporate or partnership authority, have been duly authorized by Agent all necessary corporate or partnership action and Lendersdo not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's shareholders, partners, or members or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) represents The execution, delivery, and warrants that no Default performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, do not and will not require any registration with, consent, or Event of Default has occurred and is continuing under approval of, or notice to, or other action with or by, any of the Existing Financing AgreementsGovernmental Authority or other Person; (d) represents This Amendment and warrants that it has the authority and legal right each other Loan Document to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicablewhich each Borrower is a party, and that the officers executing this Amendment on its behalf were similarly authorized all other documents contemplated hereby and empoweredthereby, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements when executed and delivered in connection herewithby each Borrower will be the legally valid and binding obligations of such Borrower, are valid, binding and enforceable against each Borrower in accordance with their respective terms, except as such enforceability enforcement may be limited by any applicable equitable principles or by bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws affecting relating to or limiting creditors’ ' rights generally; and (e) No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower herebyrepresents ------------------------------------------- and warrants that, as of the date hereof, after giving effect to the consummation of the transactions contemplated hereby and the other agreements executed in connection herewith: (a) reaffirms all representations Such Borrower has the right and warranties made power and is duly authorized to Agent and Lenders under the Loan enter into this Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct agreements executed in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date)connection herewith; (b) reaffirms all No Event of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is continuing continuing; (c) The execution, delivery and performance by such Borrower of this Agreement and the other agreements to which such Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the terms of its Articles of Certificate of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which such Borrower is a party, or which purports to be binding on such Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which such Borrower or any of its properties may be subject, and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any of such Borrower's properties under any indenture, mortgage, deed of the Existing Financing Agreementstrust, loan or credit agreement or other agreement or instrument to which such Borrower is a party or which purports to be binding on such Borrower or any of its properties; (d) represents and warrants that it has No consent, license, registration or approval of any governmental authority, bureau or agency is required in connection with the authority and legal right to executeexecution, deliver and carry out the terms delivery, performance, validity or enforceability of this Amendment, that Agreement and the other agreements executed by any Borrower in connection herewith; (e) This Agreement and the other agreements executed by any Borrower in connection herewith have been duly executed and delivered by such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, Borrower and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are boundenforceable against such Borrower in accordance with their terms; and (ef) represents All information, reports and warrants that this Amendment other papers and all assignments, instruments, documents, and agreements executed and delivered data heretofore furnished to Agent by each Borrower in connection herewithwith this Agreement, the Loan Agreement and Other Agreements are valid, binding accurate and enforceable correct in accordance with their respective terms, except all material respects and complete insofar as such enforceability may be limited necessary to give Agent true and accurate knowledge of the subject matter thereof. Each Borrower has disclosed to Agent every fact of which it is aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition of such Borrower or the ability of such Borrower to perform its obligations under this Agreement, the Loan Agreement or under any of the Other Agreements. None of the information furnished to Agent by or on behalf of any applicable bankruptcy, insolvency, moratorium Borrower contained any material misstatement of fact or similar laws affecting creditors’ rights generallyomitted to state a material fact or any fact necessary to make the statements contained herein or therein not materially misleading.

Representations and Warranties of Borrowers. Each Borrower herebyIn order to induce Administrative Agent and Lender Parties to accept this Agreement, US Borrower, with respect to itself and its Subsidiaries, and the Canadian Borrowers, represent and warrant to Administrative Agent and each Lender Party that: (a) reaffirms all The representations and warranties made to Agent and Lenders under the Loan Agreement and all contained in Article V of the other Existing Financing Agreements and confirms that all Credit Agreement are true and correct at and as of the time of the effectiveness hereof, except to the extent that such representation and warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders, then in all material respects each case such other date. No Default or Event of Default exists as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date);immediately after giving effect hereto. No Material Adverse Change has occurred since September 30. 2010. (b) reaffirms all of Each Restricted Person is duly authorized to execute and deliver this Agreement, to the covenants contained in the Loan Agreement (as amended hereby)extent a party hereto, covenants and US Borrower and each Canadian Borrower is and will continue to abide thereby until all Advances, Obligations be duly authorized to borrow and other liabilities of Borrowers to Agent and Lenders perform its obligations under the Loan Credit Agreement. Each Restricted Person a party hereto has duly taken all action necessary to authorize the execution and delivery of this Agreement and to authorize the performance of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;its obligations hereunder. (c) represents The execution and warrants that no Default delivery by each Restricted Person of this Agreement, to the extent a party hereto, the performance by it of its obligations hereunder, and the consummation of the transactions contemplated hereby, do not and will not (i) violate any provision of any Law applicable to it or Event of Default has occurred and is continuing under the organizational documents of such Restricted Person, or of any judgment, order or material license or permit applicable to or binding upon any Restricted Person, (ii) result in the acceleration of any Indebtedness owed by it, or (iii) result in the creation of any consensual Lien upon any of its material assets or properties of any Restricted Person, except Permitted Liens, or , without duplication, as expressly contemplated in, or permitted by, the Existing Financing Agreements;Loan Documents. Except for those which have been duly obtained, or, without duplication, as are expressly contemplated in , or permitted by the Loan Documents, disclosed in the Disclosure Schedule or disclosed pursuant to Section 6.4 of the Credit Agreement, no consent, approval, authorization or order of any Governmental Authority is required on the part of any Restricted Person a party thereto pursuant to the provisions of any material Law applicable to it as a condition to its execution and delivery by each Restricted Person of this Agreement and the performance of its obligations hereunder, to the extent a party hereto, or to consummate the transactions contemplated hereby. (d) represents When duly executed and warrants that it has delivered, this Agreement and each of the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate actionLoan Documents, as applicableamended hereby, will be a legal and that binding instrument and agreement of each Restricted Person to the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is extent a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignmentshereto, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective its terms, except (subject, as such enforceability may be limited by any to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium or insolvency and similar laws affecting applicable to creditors’ rights generallygenerally and general principles of equity).

Representations and Warranties of Borrowers. Each Borrower herebyrepresents and warrants that, as of the date hereof: (a) reaffirms all representations Borrowers have the right and warranties made power and are duly authorized to Agent and Lenders under the Loan Agreement enter into this Amendment and all of the other Existing Financing Agreements and confirms that all are true and correct agreements executed in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date)connection herewith; (b) reaffirms The execution, delivery and performance by Borrowers of this Amendment and the other agreements to which each Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the covenants contained terms of their respective Certificates of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which a Borrower is a party, or which purports to be binding on a Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which a Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement (as amended hereby)Agreement, covenants result in the imposition of any lien, charge, security interest or encumbrance upon any of a Borrower’s properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to abide thereby until all Advances, Obligations and other liabilities which a Borrower is a party or which purports to be binding on a Borrower or any of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lendersits properties; (c) represents No consent, license, registration or approval of any governmental authority bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements;other agreements executed by Borrowers in connection herewith; and (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this This Amendment and all assignments, instruments, documents, and the other agreements executed by each Borrower in connection herewith have been duly executed and delivered in connection herewith, by Borrowers and are valid, binding and enforceable against Borrowers in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations and Warranties of Borrowers. Each Borrower herebyrepresents and warrants to Bank that: (a) reaffirms It has the power and authority to enter into and to perform this Amendment, to execute and deliver all representations documents relating to this Amendment, and warranties made to Agent and Lenders under incur the Loan Agreement and obligations provided for in this Amendment, all of the other Existing Financing Agreements which have been duly authorized and confirms that all are true and correct approved in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date)accordance with Borrower’s organizational documents; (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this This Amendment, that such actions were duly authorized by together with all necessary limited liability company or corporate actiondocuments executed pursuant hereto, as applicable, shall constitute when executed the valid and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions legally binding obligations of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable Borrower in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generallygenerally and by general equitable principles; (c) All representations and warranties contained in the Agreement and the other Loan Documents are true and correct with the same effect as though such representations and warranties had been made on and as of the Effective Date (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and accurate on and as of such earlier date)); (d) Borrower’s obligations under the Loan Documents remain valid and enforceable obligations, and the execution and delivery of this Amendment and the other documents executed in connection herewith shall not be construed as a novation of the Agreement or any of the other Loan Documents; (e) As of the Effective Date, to Borrower’s knowledge, it has no offsets or defenses against the payment of any of the obligations under the Loan Documents; (f) No law, regulation, order, judgment or decree of any Governmental Authority exists, and no action, suit, investigation, litigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the financings hereunder or (B) the consummation of the transactions contemplated pursuant to the terms of this Amendment, the Agreement, the Note, or the other Loan Documents or (ii) has or would reasonably be expected to have a material adverse effect on the Borrower; and (g) No Default or Event of Default exists or has occurred and is continuing on and as of the Effective Date and after giving effect hereto.

Representations and Warranties of Borrowers. Each Borrower hereby: (a) reaffirms all representations As a material inducement to Lender to enter into this Loan Agreement, Borrowers and warranties made each of them represent and warrant to Agent Lender, and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate shall survive and shall be deemed to a specific date, in which case such be continuing representations and warranties were true so long as any Obligations remain outstanding, as follows: 2.1 Each of Borrowers has been duly incorporated and correct in all material respects on organized and as of such other specific date); (b) reaffirms all of has the covenants contained in power and authority to own its properties and assets and to conduct its business and to enter into and perform this Agreement and the Loan Agreement (as amended hereby), covenants and Security Documents executed by it and to abide thereby until all Advances, Obligations and other liabilities incur the Obligations; each of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred is in good standing where incorporated and is continuing qualified and in good standing as a foreign corporation in those jurisdictions where the conduct of its business or the ownership of its properties requires qualification; except where the failure to qualify would not have a material adverse affect on Borrowers or either of them. 2.2 Neither of Borrowers is in default in any material respect under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which it is bound. The execution and performance of this Agreement and those Loan and Security Documents to be executed and performed by Borrowers and each of them will not violate any law or the terms of its properties are bound; andeither of the Borrowers' incorporation documents or bylaws, nor violate or result in a material default or acceleration of either of the Borrowers' obligations or in the creation or imposition of any lien or encumbrance upon any material portion of either of the Borrowers' assets (immediately, with the passage of time, or with the giving of notice and the passage of time). (e) represents 2.3 This Agreement, the Loan and warrants that this Amendment Security Documents, and all assignmentsother agreements, instrumentsdocuments or instruments to be delivered by Borrowers or either of them in connection with the transactions contemplated hereunder have each been duly authorized, documents, and agreements executed and delivered in connection herewithand the transactions contemplated hereby or thereby have been duly authorized. This Agreement, the Loan and Security Documents and such other agreements, documents or instruments constitute the valid and legally binding joint and several obligations of the Borrowers and each of them and are valid, binding enforceable against Borrowers and enforceable each of them in accordance with their respective terms. 2.4 Except as set forth in SCHEDULE 2.4 hereto, there is no claim, loss contingency, litigation or proceeding pending or, to the best of Borrowers' knowledge, threatened against or otherwise affecting Borrowers or either of them which involves the possibility of any judgment or liability not fully covered by insurance or which may result in a material adverse change in condition, financial or otherwise, of Borrowers or either of them. 2.5 Each of Borrowers owns or leases all property, tangible and intangible, including without limitation, customer lists, patents, trademarks and trade names, necessary to conduct the business in which it is engaged in the manner in which that business has been conducted, and its properties are free and clear of all security interests, encumbrances or liens except as such enforceability may identified on SCHEDULE 2.5 hereto, and it will defend its properties against all claims and demands of all persons (other than Lender and the parties named on SCHEDULE 2.5 hereto, with respect to the liens described therein, if any) at any time claiming an interest therein. 2.6 Each of Borrowers' financial statements furnished to Lender are complete and accurate presentations of its financial condition as of the respective dates thereof, and have been prepared in accordance with generally accepted accounting principles consistently applied; and, since the respective dates of the financial statements there has been no material adverse change in either or both of the Borrowers' financial condition and there has been no transaction affecting either or both of the Borrowers other than in the ordinary course of business. 2.7 Each of Borrowers has filed all federal, state and local tax returns and other reports required to be limited filed and has paid or made adequate provision for payment of all taxes, assessments and other governmental charges. 2.8 No representation, warranty or statement by Borrowers or either of them contained herein or in any certificate or other document furnished or to be furnished pursuant hereto contains, or at the time of delivery shall contain, any untrue statement of material fact, or omits, or shall omit at the time of delivery, to state a material fact necessary to make it not misleading. 2.9 To the best of knowledge of Borrowers and each of them, the execution, delivery and performance of this Agreement and the Loan and Security Documents by Borrowers will not constitute a fraudulent conveyance under any applicable bankruptcylaw. 2.10 Neither of the Borrowers has used, insolvencynor will it use or permit others to use any of the proceeds of the Loan, moratorium directly or similar laws affecting creditors’ rights generallyindirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U (12 CFR Part 221), or any "margin security" within the meaning of Regulation G (12 CFR Part 207), of the Board of Governors of the Federal Reserve System or to reduce or retire any indebtedness originally incurred to purchase or carry any such margin stock or margin security within the meaning of such Regulations or for any other purpose which might constitute the transactions contemplated hereby a "purpose credit" within the meaning of said Regulations, or cause this Agreement to violate Regulation U, or any other regulation of the Board of Governors of the Federal Reserve System, or the Securities Exchange Act of 1934. 2.11 Each of the Borrowers has complied in all material respects with all laws, regulations and orders applicable to its business, including those pertaining to federal securities requirements, zoning, environment, health and safety, and the present uses of its properties do not violate in any material respect any such laws, regulations and orders. 2.12 The Borrowers will use the proceeds of the Loan to refinance existing indebtedness and to fund the acquisition of S&TR by STI.

Representations and Warranties of Borrowers. Each Borrower herebyrepresents and warrants that on and as of the Effective Date: (a) reaffirms all both before and after giving effect to this Amendment, the representations and warranties made to Agent and Lenders under set forth in Article IV of the Loan Credit Agreement and all of in the other Existing Financing Agreements and confirms Loan Documents (each as amended hereby) that all have no materiality or Material Adverse Effect qualification are true and correct in all material respects as of and the date hereof (except to the extent any such representations and warranties specifically relate to set forth in Article IV of the Credit Agreement and in the other Loan Documents (each as amended hereby) that have a specific date, in which case such representations and warranties were materiality or Material Adverse Effect qualification are true and correct in all material respects respects, in each case with the same effect as though made on and as of the Effective Date or, to the extent such other specific representations and warranties expressly relate to an earlier date), as of such earlier date; (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants both before and after giving effect to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that this Amendment no Default or Event of Default has occurred and is continuing under any continuing; (c) the execution, delivery and performance of this Amendment are within the corporate or other organizational power and authority of the Existing Financing AgreementsBorrowers and each other Guarantor and have been duly authorized by appropriate organizational and governing action and proceedings; (d) represents the execution, delivery and warrants that it performance by the Borrowers and each other Guarantor of this Amendment do not and will not (i) violate (A) any provision of any law, statute, rule or regulation, or of the certificate or articles of incorporation, articles of association or partnership agreement, other constitutive documents or by-laws of the Borrowers or any other Guarantor or (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any Contractual Obligation of the Borrowers or any other Guarantor, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this clause (d), individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as permitted under the Credit Agreement (as amended by this Amendment), result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrowers or any such other Guarantor (other than any Liens created under any of the Loan Documents (as amended hereby) in favor of the Collateral Agent on behalf of the Secured Parties), or (iv) require any approval of stockholders or partners or any approval or consent of any Person under any Contractual Obligation of the Borrowers or any other Guarantor except for such approvals or consents which have been obtained and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (e) the person who is executing this Amendment on behalf of the Borrowers and each other Guarantor has the full power, authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicabledo so, and that the officers executing this Amendment on its behalf were similarly authorized has been duly executed by such person and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement delivered to which it is a party or by which any of its properties are boundthe Administrative Agent; and (ef) represents and warrants that this Amendment and all assignmentsconstitutes the legal, instruments, documentsvalid, and agreements executed binding obligation of the Borrowers and delivered in connection herewith, are valid, binding and each other Guarantor enforceable in accordance with their respective its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws affecting creditors’ the rights generallyof creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Representations and Warranties of Borrowers. Each Borrower hereby: Borrowers represent and warrant that (a) reaffirms all no Event of Default exists under the Loan Agreements, except for Events of Default identified in Section 2 of this Amendment No. 6 that are in existence on the date hereof; (b) subject to the existence of the Events of Default specified in Section 2 of this Amendment No. 6, the representations and warranties made to Agent and Lenders under of Borrowers contained in the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; date hereof; (c) represents the execution, delivery and warrants that no Default or Event performance by Borrowers of Default has occurred this Amendment No. 6 and is continuing under any the consummation of the Existing Financing Agreements; (d) represents transactions contemplated hereby are within the power of Borrowers and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary limited liability company corporate action on the part of the Borrowers, do not require any approval or corporate actionconsent, as applicableor filing with, and that the officers executing this Amendment on its behalf were similarly authorized and empoweredany governmental agency or authority or any person, and that this Amendment does do not contravene violate any provisions of its certificate of incorporation any law, rule or formation, operating agreement, bylaws, regulation or other formation documents, as applicable, or any provision of any contract order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrowers are named or any provision of the charter documents of Borrowers and do not result in a breach of or constitute a default under any agreement or instrument to which it is Borrowers are a party or by which they or any of its their properties are bound; and (d) this Amendment No. 6 constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (e) represents and warrants that the Borrowers are entering into this Amendment No. 6 freely and voluntarily with the advice of legal counsel of their own choosing; (f) the Borrowers have freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment No. 6; (g) the Public Auction Sale and all assignmentsefforts taken by the Lender, instrumentsits agents, documentsemployees and attorneys to notice, conduct and agreements executed conclude the Public Auction Sale were proper by the Lender, its agents, employees and delivered attorneys and were performed in a commercially reasonable manner as provided for in the Uniform Commercial Code and the Borrowers freely and voluntarily release and waive any claims against the Lender, its agents, employees and attorneys for any actions or undertakings in connection herewithwith the Public Auction Sale; and (h) irrespective of the fact that the financial projections dated April 12, 1996, for the two (2) years ending October 31, 1997, prepared by the Borrowers, indicate loans in excess of the Maximum Loan Amount are validrequired by the Borrowers, binding and enforceable in accordance with their respective terms, except as such enforceability may Borrowers acknowledge that the Maximum Loan Amount will not be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyexceeded.

Representations and Warranties of Borrowers. Each Borrower hereby: Borrowers represent and warrant that (a) reaffirms all no Event of Default exists under the Loan Agreements, except for Events of Default identified in Section 2 of this Amendment No. 2 that are in existence on the date hereof; (b) subject to the existence of the Events of Default specified in Section 2 of this Amendment No. 2, the representations and warranties made to Agent and Lenders under of Borrowers contained in the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; date hereof; (c) represents the execution, delivery and warrants that no Default or Event performance by Borrowers of Default has occurred this Amendment No. 2 and is continuing under any the consummation of the Existing Financing Agreements; (d) represents transactions contemplated hereby are within the power of Borrowers and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary limited liability company corporate action on the part of the Borrowers, do not require any approval or corporate actionconsent, as applicableor filing with, and that the officers executing this Amendment on its behalf were similarly authorized and empoweredany governmental agency or authority or any person, and that this Amendment does do not contravene violate any provisions of its certificate of incorporation any law, rule or formation, operating agreement, bylaws, regulation or other formation documents, as applicable, or any provision of any contract order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrowers are named or any provision of the charter documents of Borrowers and do not result in a breach of or constitute a default under any agreement or instrument to which it is Borrowers are a party or by which they or any of its their properties are bound; and (d) this Amendment No. 2 constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (e) represents and warrants that the Borrowers are entering into this Amendment No. 2 freely and voluntarily with the advice of legal counsel of their own choosing; (f) the Borrowers have freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment No. 2; (g) the Public Auction Sale and all assignmentsefforts taken by the Lender, instrumentsits agents, documentsemployees and attorneys to notice, conduct and agreements executed conclude the Public Auction Sale were proper by the Lender, its agents, employees and delivered attorneys and were performed in a commercially reasonable manner as provided for in the Uniform Commercial Code and the Borrowers freely and voluntarily release and waive any claims against the Lender, its agents, employees and attorneys for any actions or undertakings in connection herewithwith the Public Auction Sale; and (h) irrespective of the fact that the financial projections dated April 12, 1996, for the two (2) years ending October 31, 1997, prepared by the Borrowers, indicate loans in excess of the Maximum Loan Amount are validrequired by the Borrowers, binding and enforceable in accordance with their respective terms, except as such enforceability may Borrowers acknowledge that the Maximum Loan Amount will not be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyexceeded.

Representations and Warranties of Borrowers. Each Borrower herebyIn order to induce Administrative Agent and Lender Parties to accept this Agreement, US Borrower, with respect to itself and its Subsidiaries, and the Canadian Borrowers, represent and warrant to Administrative Agent and each Lender Party that: (a) reaffirms all The representations and warranties made to Agent and Lenders under the Loan Agreement and all contained in Article V of the other Existing Financing Agreements and confirms that all Credit Agreement are true and correct at and as of the time of the effectiveness hereof, except to the extent that such representation and warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders, then in all material respects each case such other date. No Default or Event of Default exists as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific dateafter giving effect hereto. No Material Adverse Change has occurred since December 31, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date);2006. (b) reaffirms all of Each Restricted Person is duly authorized to execute and deliver this Agreement, to the covenants contained in the Loan Agreement (as amended hereby)extent a party hereto, covenants and US Borrower and each Canadian Borrower is and will continue to abide thereby until all Advances, Obligations be duly authorized to borrow and other liabilities of Borrowers to Agent and Lenders perform its obligations under the Loan Credit Agreement. Each Restricted Person a party hereto has duly taken all action necessary to authorize the execution and delivery of this Agreement and to authorize the performance of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;its obligations hereunder. (c) represents The execution and warrants that no Default delivery by each Restricted Person of this Agreement, to the extent a party hereto, the performance by it of its obligations hereunder, and the consummation of the transactions contemplated hereby, do not and will not (i) violate any provision of any Law applicable to it or Event of Default has occurred and is continuing under the organizational documents of such Restricted Person, or of any judgment, order or material license or permit applicable to or binding upon any Restricted Person, (ii) result in the acceleration of any Indebtedness owed by it, or (iii) result in the creation of any consensual Lien upon any of its material assets or properties of any Restricted Person, except Permitted Liens, or , without duplication, as expressly contemplated in, or permitted by, the Existing Financing Agreements;Loan Documents. Except for those which have been duly obtained, or, without duplication, as are expressly contemplated in , or permitted by the Loan Documents, disclosed in the Disclosure Schedule or disclosed pursuant to Section 6.4 of the Credit Agreement, no consent, approval, authorization or order of any Governmental Authority is required on the part of any Restricted Person a party thereto pursuant to the provisions of any material Law applicable to it as a condition to its execution and delivery by each Restricted Person of this Agreement and the performance of its obligations hereunder, to the extent a party hereto, or to consummate the transactions contemplated hereby. (d) represents When duly executed and warrants that it has delivered, this Agreement and each of the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate actionLoan Documents, as applicableamended hereby, will be a legal and that binding instrument and agreement of each Restricted Person to the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is extent a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignmentshereto, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective its terms, except (subject, as such enforceability may be limited by any to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium or insolvency and similar laws affecting applicable to creditors’ rights generallygenerally and general principles of equity).

Representations and Warranties of Borrowers. Each Borrower hereby: Borrowers represent and warrant that (a) reaffirms all no Event of Default exists under the Loan Agreements, except for Events of Default identified in Section 2 of this Amendment No. 5 that are in existence on the date hereof; (b) subject to the existence of the Events of Default specified in Section 2 of this Amendment No. 5, the representations and warranties made to Agent and Lenders under of Borrowers contained in the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; date hereof; (c) represents the execution, delivery and warrants that no Default or Event performance by Borrowers of Default has occurred this Amendment No.5 and is continuing under any the consummation of the Existing Financing Agreements; (d) represents transactions contemplated hereby are within the power of Borrowers and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary limited liability company corporate action on the part of the Borrowers, do not require any approval or corporate actionconsent, as applicableor filing with, and that the officers executing this Amendment on its behalf were similarly authorized and empoweredany governmental agency or authority or any person, and that this Amendment does do not contravene violate any provisions of its certificate of incorporation any law, rule or formation, operating agreement, bylaws, regulation or other formation documents, as applicable, or any provision of any contract order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrowers are named or any provision of the charter documents of Borrowers and do not result in a breach of or constitute a default under any agreement or instrument to which it is Borrowers are a party or by which they or any of its their properties are bound; and (d) this Amendment No. 5 constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (e) represents and warrants that the Borrowers are entering into this Amendment No. 5 freely and voluntarily with the advice of legal counsel of their own choosing; (f) the Borrowers have freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment No. 5; (g) the Public Auction Sale and all assignmentsefforts taken by the Lender, instrumentsits agents, documentsemployees and attorneys to notice, conduct and agreements executed conclude the Public Auction Sale were proper by the Lender, its agents, employees and delivered attorneys and were performed in a commercially reasonable manner as provided for in the Uniform Commercial Code and the Borrowers freely and voluntarily release and waive any claims against the Lender, its agents, employees and attorneys for any actions or undertakings in connection herewithwith the Public Auction Sale; and (h) irrespective of the fact that the financial projections dated April 12, 1996, for the two (2) years ending October 31, 1997, prepared by the Borrowers, indicate loans in excess of the Maximum Loan Amount are validrequired by the Borrowers, binding and enforceable in accordance with their respective terms, except as such enforceability may Borrowers acknowledge that the Maximum Loan Amount will not be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyexceeded.

Representations and Warranties of Borrowers. Each Borrower herebyrepresents and warrants as follows: (a) reaffirms all representations Each Loan Party and warranties made to Agent each of its Subsidiaries (i) is a corporation, limited liability company, limited liability partnership or limited partnership duly organized, validly existing and Lenders in good standing under the Loan Agreement and all laws of the jurisdiction of its formation, (ii) is duly qualified and in good standing as a foreign corporation or company in each other Existing Financing Agreements jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect and confirms that (iii) has all requisite corporate, limited liability company, limited liability partnership or partnership (as applicable) power and authority (including, without limitation, all Governmental Authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding Equity Interests of Holdco, TLC Management, and each other wholly owned Subsidiary of Parent have been validly issued, are true fully paid and correct in non-assessable and are owned by Parent free and clear of all material respects Liens, except Permitted Liens and those created under the Collateral Documents, the Prepetition Loan Documents, the Interim Order and the Final Order. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Loan Parties, showing as of the date hereof (except as to each Loan Party) the extent any such representations jurisdiction of its organization, the address of its principal place of business and, as to each Loan Party organized in the United States or a state thereof, its U.S. taxpayer identification number. As of the date hereof, the copy of the charter of each Loan Party and warranties specifically relate each amendment thereto provided pursuant to Section 3.01(a)(v) is a specific date, in which case such representations and warranties were true and correct copy of each such document, each of which is valid and in full force and effect. All of the outstanding Equity Interests in each Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all material respects on Liens, except Permitted Liens and as those created under the Collateral Documents, the Interim Order, the Final Order or under applicable law or under the charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;Party. (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any Subject to approval of the Existing Financing Agreements; Bankruptcy Court and pursuant to the Order, the execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the transactions contemplated thereby, are within such Loan Party’s corporate, limited liability company, limited liability partnership or limited partnership (das applicable) represents and warrants that it has the authority and legal right to executepowers, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary corporate, limited liability company, limited liability partnership or limited partnership (as applicable) action, and do not (i) contravene such Loan Party’s charter, bylaws, limited liability company agreement, partnership agreement or corporate actionother constituent documents, as applicable(ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which would be reasonably likely to have a Material Adverse Effect. (d) Except for the entry of the Order, no Governmental Authorization (other than the approval of the Bankruptcy Court), and that no notice to or filing with, any Governmental Authority or any other third party is required for (i) the officers executing this Amendment on its behalf were similarly authorized and empowereddue execution, and that this Amendment does not contravene delivery, recordation, filing or performance by any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or Loan Party of any contract or agreement Loan Document to which it is or is to be a party party, or for the consummation of the transactions contemplated thereby (ii) the grant by which any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to the Carve Out and Liens permitted to be equal or superior in priority pursuant to this Agreement) or (iv) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the filings required to create, perfect or preserve security interests under the Collateral Documents. All applicable waiting periods in connection with the transactions contemplated by the Loan Documents have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the transactions contemplated by the Loan Documents or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of its properties are bound; andthem. (e) represents and warrants that this Amendment and all assignments, instruments, documentsThis Agreement has been, and agreements each other Loan Document when delivered hereunder will have been, duly executed and delivered in connection herewithby each Loan Party party thereto. Upon entry of the Order, are validthis Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding and obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms. (f) Except for the Cases, there is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or to the knowledge of Parent, threatened before any Governmental Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there has been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (g) The Consolidated and, if otherwise provided, consolidating balance sheets of Parent and its Subsidiaries as at December 31, 2008, and the related Consolidated and, if otherwise provided, consolidating statements of income and Consolidated statement of cash flows of Parent and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young, LLP, independent public accountants, and the Consolidated and, if otherwise provided, consolidating balance sheets of Parent and its Subsidiaries as at September 30, 2009, and the related Consolidated and, if otherwise provided, consolidating statements of income and Consolidated statement of cash flows of Parent and its Subsidiaries for the three months then ended, duly certified by the Chief Financial Officer of the Administrative Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at September 30, 2009, and said statements of income and cash flows for the three months then ended, to year end audit adjustments and the absence of footnotes, the Consolidated and, if otherwise provided, consolidating financial condition of Parent and its Subsidiaries as at such dates and the Consolidated and, if otherwise provided, consolidating results of operations of Parent and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis (subject to year end audit adjustments and the absence of footnotes). (h) The Consolidated and, if otherwise provided, consolidating forecasted balance sheets, statements of income and statements of cash flows of Parent and its Subsidiaries delivered to the Lenders were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of their respective termsfuture financial performance, it being acknowledged and agreed that the Loan Parties do not guaranty the realization or achievement of any forecasts or forward-looking statements delivered to the Administrative Agent and the Lenders pursuant to this Section 4.01(h). (i) No written information, exhibit or report furnished by or on behalf of any Loan Party (at such Loan Party’s explicit direction) to any Agent or any Lender in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading, it being acknowledged and agreed that the Loan Parties do not guaranty the realization or achievement of any forecasts or forward-looking statements delivered to the Administrative Agent and the Lenders Parties pursuant to this Section 4.01(i). (j) No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Term Loan will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (k) Neither any Loan Party nor any of its Subsidiaries is an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Term Loan, nor the application of the proceeds or repayment thereof by the Borrowers, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder or equivalent under the applicable securities laws of other jurisdictions. (l) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (m) No Loan Party nor any ERISA Affiliate maintains, sponsors, participates in, contributes to or has any obligation to contribute to any Plan or Multiemployer Plan, or has within the last six years, maintained, sponsored, participated in or contributed to, or had any obligation to contribute to, any Plan or Multiemployer Plan; no Loan Party nor any ERISA Affiliate has incurred any material liability under Title I or Title IV of ERISA with respect to any Plan or Multiemployer Plan for which any Loan Party could reasonably be expected to be liable; and no condition exists that would reasonably be expected to subject any Loan Party to any material tax, fine, Lien or other liability imposed by ERISA, the Internal Revenue Code or other applicable law with respect to any Plan or Multiemployer Plan. (n) (i) To the knowledge of the executive officers of Parent, except as otherwise set forth on Part I of Schedule 4.01(n) hereto, the operations and properties of each Loan Party and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that would be reasonably likely to (A) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties that could have a Material Adverse Effect or (B) cause any such enforceability may property to be limited by subject to any applicable bankruptcyrestrictions on ownership, insolvencyoccupancy, moratorium use or similar laws affecting creditors’ rights generally.transferability under any Environmental Law;

Representations and Warranties of Borrowers. Each Borrower herebyBorrowers hereby represent and warrant to the Lenders and the Agent that: (a) reaffirms all representations Each representation and warranties made to Agent and Lenders under warranty set forth in Section 9 of the Loan Agreement is hereby restated and all of the other Existing Financing Agreements and confirms that all are affirmed as true and correct in all material respects as of the date hereof (except to the extent that any such representations and or warranties specifically relate to a an earlier specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific datedate or dates); (b) reaffirms Each Borrower has the power and authority to enter into this Amendment and all of the covenants contained in the Loan Agreement (other agreements contemplated hereby, and to do all acts and things as amended hereby)are required or contemplated hereunder to be done, covenants to abide thereby until all Advances, Obligations observed and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released performed by Agent and Lenderssuch Borrower; (c) represents Each of this Amendment and warrants that no all other agreements to be executed by Borrower and contemplated hereby has been duly authorized (by all necessary corporate and limited liability company action and otherwise), validly executed and delivered by Borrowers and constitutes the legal, valid and binding obligations of each Borrower, enforceable against it in accordance with its terms; (d) The execution and delivery of this Amendment and all other agreements to be executed by Borrowers and contemplated hereby and Borrowers’ performance hereunder and thereunder do not and will not require the consent or approval of any governmental authority, nor be in contravention of or in conflict with any Borrower’s Certificate of Formation or Organization (as applicable) or the provisions of any statute, or any judgment, order, or indenture, instrument, agreement, or undertaking, to which any Borrower is a party or by which any Borrower or its assets or properties are or may become bound; and (e) No Default or Event of Default has occurred and is continuing under any of on the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallydate hereof.

Representations and Warranties of Borrowers. Each Borrower hereby: (a) reaffirms all representations represents and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects warrants, as of the date hereof hereof, that (except to the extent any such representations a) Borrower is duly organized and warranties specifically relate to a specific datevalidly existing, in which case such representations and warranties were true and correct in all material respects on and as good standing under the laws of such other specific date); the state of its organization; (b) reaffirms all the execution, delivery and performance of the covenants contained in the Loan Agreement Documents: (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c1) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary limited liability company corporate action on the part of Borrower, (2) do not require the approval of any stockholder, partner, member, trustee, or corporate action, holder of any Obligations of Borrower except such as applicablehave been duly obtained, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does (3) do not contravene any provisions of its certificate of incorporation law, governmental rule, regulation or formation, operating agreement, bylawsorder now binding on Borrower, or other formation documentsthe charter, as applicableby-laws or organizational documents of Borrower, or contravene the provisions of, or constitute a Default under, or result in the creation of any Lien or encumbrance upon the property of Borrower under, any indenture, mortgage, contract or other agreement to which it Borrower is a party or by which any of it or its properties are property is bound; and (c) the Loan Documents, when entered into, will constitute legal, valid and binding Obligations of Borrower enforceable against Borrower in accordance with the terms thereof; (d) there are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator or administrative agency, in any such case which, either individually or in the aggregate, would have a material adverse effect on Borrower; (e) represents and warrants that this Amendment and all assignmentsBorrower is not in default under any obligation for the payment of borrowed money, instrumentsfor the deferred purchase price of property or for the payment of any Installments under any agreement which, documentseither individually or in the aggregate, and agreements executed and delivered in connection herewithwould have a material adverse effect on Borrower; (f) the financial statements of Maritrans Inc., are valid, binding and enforceable copies of which have been furnished to Lender have been prepared in accordance with their respective termsgenerally accepted accounting principles consistently applied ("GAAP"), except and fairly present such Borrower's financial condition and the results of its operations as of the date of and for the period covered by such enforceability may be limited by any applicable bankruptcystatements (subject, insolvencyin the case of quarterly financial statements, moratorium to usual year-end adjustments), and since the date of such statements there has been no material adverse change in such conditions or similar laws affecting creditors’ rights generally.operations; (g) the address stated above is the chief place of business and chief executive office of Borrower;

Representations and Warranties of Borrowers. Each Borrower hereby: Borrowers represent and warrant that (a) reaffirms all no Event of Default exists under the Loan Agreements, except for Events of Default identified in Section 2 of this Amendment No. 1 that are in existence on the date hereof; (b) subject to the existence of the Events of Default specified in Section 2 of this Amendment No. 1, the representations and warranties made to Agent and Lenders under of Borrowers contained in the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; date hereof; (c) represents the execution, delivery and warrants that no Default or Event performance by Borrowers of Default has occurred this Amendment No. 1 and is continuing under any the consummation of the Existing Financing Agreements; (d) represents transactions contemplated hereby are within the power of Borrowers and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary limited liability company corporate action on the part of the Borrowers, do not require any approval or corporate actionconsent, as applicableor filing with, and that the officers executing this Amendment on its behalf were similarly authorized and empoweredany governmental agency or authority or any person, and that this Amendment does do not contravene violate any provisions of its certificate of incorporation any law, rule or formation, operating agreement, bylaws, regulation or other formation documents, as applicable, or any provision of any contract order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrowers are named or any provision of the charter documents of Borrowers and do not result in a breach of or constitute a default under any agreement or instrument to which it is Borrowers are a party or by which they or any of its their properties are bound; and (d) this Amendment No. 1 constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (e) represents and warrants that the Borrowers are entering into this Amendment No. 1 freely and voluntarily with the advice of legal counsel of their own choosing; (f) the Borrowers have freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment No. 1; (g) the Public Auction Sale and all assignmentsefforts taken by the Lender, instrumentsits agents, documentsemployees and attorneys to notice, conduct and agreements executed conclude the Public Auction Sale were proper by the Lender, its agents, employees and delivered attorneys and were performed in a commercially reasonable manner as provided for in the Uniform Commercial Code and the Borrowers freely and voluntarily release and waive any claims against the Lender, its agents, employees and attorneys for any actions or undertakings in connection herewithwith the Public Auction Sale; and (h) irrespective of the fact that the financial projections dated April 12, 1996, for the two (2) years ending October 31, 1997, prepared by the Borrowers, indicate loans in excess of the Maximum Loan Amount are validrequired by the Borrowers, binding and enforceable in accordance with their respective terms, except as such enforceability may Borrowers acknowledge that the Maximum Loan Amount will not be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyexceeded.

Representations and Warranties of Borrowers. Each Borrower hereby: Borrowers represent and warrant that (a) reaffirms all no Event of Default exists under the Loan Agreements, except for Events of Default identified in Section 2 of this Amendment No. 4 that are in existence on the date hereof; (b) subject to the existence of the Events of Default specified in Section 2 of this Amendment No. 4, the representations and warranties made to Agent and Lenders under of Borrowers contained in the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; date hereof; (c) represents the execution, delivery and warrants that no Default or Event performance by Borrowers of Default has occurred this Amendment No. 4 and is continuing under any the consummation of the Existing Financing Agreements; (d) represents transactions contemplated hereby are within the power of Borrowers and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary limited liability company corporate action on the part of the Borrowers, do not require any approval or corporate actionconsent, as applicableor filing with, and that the officers executing this Amendment on its behalf were similarly authorized and empoweredany governmental agency or authority or any person, and that this Amendment does do not contravene violate any provisions of its certificate of incorporation any law, rule or formation, operating agreement, bylaws, regulation or other formation documents, as applicable, or any provision of any contract order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrowers are named or any provision of the charter documents of Borrowers and do not result in a breach of or constitute a default under any agreement or instrument to which it is Borrowers are a party or by which they or any of its their properties are bound; and (d) this Amendment No. 4 constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (e) represents and warrants that the Borrowers are entering into this Amendment No. 4 freely and voluntarily with the advice of legal counsel of their own choosing; (f) the Borrowers have freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment No. 4; (g) the Public Auction Sale and all assignmentsefforts taken by the Lender, instrumentsits agents, documentsemployees and attorneys to notice, conduct and agreements executed conclude the Public Auction Sale were proper by the Lender, its agents, employees and delivered attorneys and were performed in a commercially reasonable manner as provided for in the Uniform Commercial Code and the Borrowers freely and voluntarily release and waive any claims against the Lender, its agents, employees and attorneys for any actions or undertakings in connection herewithwith the Public Auction Sale; and (h) irrespective of the fact that the financial projections dated April 12, 1996, for the two (2) years ending October 31, 1997, prepared by the Borrowers, indicate loans in excess of the Maximum Loan Amount are validrequired by the Borrowers, binding and enforceable in accordance with their respective terms, except as such enforceability may Borrowers acknowledge that the Maximum Loan Amount will not be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyexceeded.

Representations and Warranties of Borrowers. Each Borrower herebyIn addition to the representations and warranties set forth in Security Agreement II, which are incorporated herein, in order to induce Lender to extend the credit accommodations provided for herein and therein, Oncologix hereby represents and warrants to the Lender the following: (a) reaffirms all representations Each Borrower is duly incorporated, validly existing and warranties made to Agent and Lenders in good standing under the Loan Agreement and all laws of the other Existing Financing Agreements State of its incorporation and confirms that all are true has the power and correct authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all material respects as of jurisdictions whereFrom the date hereof until the date that is six (except 6) months after the date that all the Conversion Shares either have been sold by the Lender, or may permanently be sold by the Lender without any restrictions pursuant to Rule 144 (the “Registration Period”), Oncologix shall file with the Securities and Exchange Commission (the “SEC”) in a timely manner all required reports under Sections 13 or 15(d) of the Exchange Act and such reports shall conform to the extent any such representations requirement of the Exchange Act and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date)the SEC for filing thereunder; (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and Each Borrower is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right duly authorized to execute, deliver and carry out perform its obligations under this Note II, the Forbearance Agreement and Security Agreement II, and all necessary action to authorize the execution, delivery and performance of such documents, not in conflict with each such Borrowers’ articles of incorporation or by-laws, or the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, charter or other formation documents, as applicable, or organizational document of any contract or agreement to which it is a party or by which any of its properties are bound; andsuch Borrower has been properly taken. (ec) represents This Note II, the Forbearance Agreement and warrants that this Amendment and all assignmentsSecurity Agreement II, instruments, documents, and agreements when executed and delivered in connection herewithby each Borrower, are validconstitute the legal, valid and binding and obligations of each such Borrower enforceable in accordance with their respective terms, terms except as such enforceability enforcement may be limited by any applicable equitable principles or by bankruptcy, insolvency, moratorium reorganization, moratorium, or similar laws affecting relating to or limiting creditors’ rights generally. (d) There are no actions, suits, arbitrations, investigations, claims, inquiries, or proceedings pending or threatened against or affecting Borrowers, or any one of them, in relation to its obligations to Lender and no proceedings before any governmental body are pending or threatened against Borrowers, or any one of them, except as set forth in Schedule A annexed hereto. None of such proceedings listed on Schedule A (if any) are reasonably expected to have a material adverse effect on the Borrowers (on a consolidated basis). (e) Each Borrower is in compliance with all material laws, regulations, rulings, orders, injunctions, decrees, conditions or other requirements applicable to or imposed upon such Borrower by any law or by any governmental authority, court or agency with jurisdiction over such Borrower. There is no fact known to Borrower which materially adversely affects or, so far as Borrower can now reasonably foresee, could reasonably be expected to materially adversely affect the business, assets, operations, condition (financial or otherwise) or results of operation of Borrower (on a consolidated basis) and which has not otherwise been fully disclosed to Lender. (g) Oncologix’s Common Stock is registered under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”); (h) Oncologix is not and for at least the last 12 months prior to the date hereof has not been a “shell company,” as defined in paragraph (i)(1)(i) of Rule 144 or Rule 12(b)(2) of the Exchange Act; (i) Oncologix is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act and has filed all required reports under Section 13 or Section 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that Oncologix was required to file such reports); and (j) Oncologix understands and acknowledges that the number of Conversion Shares issuable upon conversion of this Note II will increase in certain circumstances. Oncologix further acknowledges that its obligation to issue Conversion Shares upon conversion of this Note II in accordance with its terms is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of its other stockholders; and (k) Oncologix has reserved from its duly authorized capital stock the appropriate number of shares of Common Stock for issuance, as required by the terms of this Note II should Lender, upon the occurrence of an Event of Default, exercise its conversion option hereunder. Moreover, the issuance of this Note II and its conversion terms has been duly authorized by the Borrower, and, the Conversion Shares, when issued, will be validly issued, fully paid and non-assessable, free from all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description.

Representations and Warranties of Borrowers. Each Borrower hereby: Borrowers represent and warrant that (a) reaffirms all no Event of Default exists under the Loan Agreements, except for Events of Default identified in Section 2 of this Amendment No. 3 that are in existence on the date hereof; (b) subject to the existence of the Events of Default specified in Section 2 of this Amendment No. 3, the representations and warranties made to Agent and Lenders under of Borrowers contained in the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; date hereof; (c) represents the execution, delivery and warrants that no Default or Event performance by Borrowers of Default has occurred this Amendment No. 3 and is continuing under any the consummation of the Existing Financing Agreements; (d) represents transactions contemplated hereby are within the power of Borrowers and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary limited liability company corporate action on the part of the Borrowers, do not require any approval or corporate actionconsent, as applicableor filing with, and that the officers executing this Amendment on its behalf were similarly authorized and empoweredany governmental agency or authority or any person, and that this Amendment does do not contravene violate any provisions of its certificate of incorporation any law, rule or formation, operating agreement, bylaws, regulation or other formation documents, as applicable, or any provision of any contract order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrowers are named or any provision of the charter documents of Borrowers and do not result in a breach of or constitute a default under any agreement or instrument to which it is Borrowers are a party or by which they or any of its their properties are bound; and (d) this Amendment No. 3 constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms; (e) represents and warrants that the Borrowers are entering into this Amendment No. 3 freely and voluntarily with the advice of legal counsel of their own choosing; (f) the Borrowers have freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment No. 3; (g) the Public Auction Sale and all assignmentsefforts taken by the Lender, instrumentsits agents, documentsemployees and attorneys to notice, conduct and agreements executed conclude the Public Auction Sale were proper by the Lender, its agents, employees and delivered attorneys and were performed in a commercially reasonable manner as provided for in the Uniform Commercial Code and the Borrowers freely and voluntarily release and waive any claims against the Lender, its agents, employees and attorneys for any actions or undertakings in connection herewithwith the Public Auction Sale; and (h) irrespective of the fact that the financial projections dated April 12, 1996, for the two (2) years ending October 31, 1997, prepared by the Borrowers, indicate loans in excess of the Maximum Loan Amount are validrequired by the Borrowers, binding and enforceable in accordance with their respective terms, except as such enforceability may Borrowers acknowledge that the Maximum Loan Amount will not be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyexceeded.

Representations and Warranties of Borrowers. Each Borrower hereby(including each Joining Borrower) hereby represents and warrants that: (a) reaffirms all Taking into account the MedNet Acquisition and the MedNet Joinders and amendment and restatement of the Schedules to the Credit Agreement as provided for in Section 1(b) hereof: (i) the representations and warranties made of each Credit Party contained in the Financing Documents that are subject to Agent materiality or Material Adverse Effect qualifications are true, correct and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct complete in all material respects on and as of the date hereof (hereof, except to the extent that any such representations and warranties specifically relate representation or warranty relates to a specific date, date in which case such representation or warranty was true and correct as of such earlier date (provided that, as to the MedNet Companies, any such representation and warranty that relates to the Closing Date shall also be deemed to be made as of the date hereof), and (ii) the representations and warranties were true of each Credit Party contained in the Financing Documents that are not subject to materiality or Material Adverse Effect qualifications are true, correct and correct complete in all material respects on and as of the date hereof, except to the extent that any such other representation or warranty relates to a specific datedate in which case such representation or warranty shall be true and correct as of such earlier date (provided that, as to the MedNet Companies, any such representation and warranty that relates to the Closing Date shall also be deemed to be made as of the date hereof);; and (b) reaffirms all As of the covenants contained in the Loan Agreement (as amended hereby)date hereof, covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.remains continuing

Representations and Warranties of Borrowers. Each Borrower hereby: (a) reaffirms all representations represents and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects warrants, as of the date hereof hereof, that (except to the extent any such representations a) Borrower is duly organized and warranties specifically relate to a specific datevalidly existing, in which case such representations and warranties were true and correct in all material respects on and as good standing under the laws of such other specific date); the state of its organization; (b) reaffirms all the execution, delivery and performance of the covenants contained in the Loan Agreement Documents: (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c1) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary limited liability company corporate action on the part of Borrower, (2) do not require the approval of any stockholder, partner, member, trustee, or corporate action, holder of any Obligations of Borrower except such as applicablehave been duly obtained, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does (3) do not contravene any provisions of its certificate of incorporation law, governmental rule, regulation or formation, operating agreement, bylawsorder now binding on Borrower, or other formation documentsthe charter, as applicableby-laws or organizational documents of Borrower, or contravene the provisions of, or constitute a Default under, or result in the creation of any Lien or encumbrance upon the property of Borrower under, any indenture, mortgage, contract or other agreement to which it Borrower is a party or by which any of it or its properties are property is bound; and (c) the Loan Documents, when entered into, will constitute legal, valid and binding Obligations of Borrower enforceable against Borrower in accordance with the terms thereof; (d) there are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator or administrative agency, in any such case which, either individually or in the aggregate, would have a material adverse effect on Borrower; (e) represents and warrants that this Amendment and all assignmentsBorrower is not in default under any obligation for the payment of borrowed money, instrumentsfor the deferred purchase price of property or for the payment of any Installments under any agreement which, documentseither individually or in the aggregate, and agreements executed and delivered in connection herewithwould have a material adverse effect on Borrower; (f) the financial statements of Maritrans Inc., are valid, binding and enforceable copies of which have been furnished to Lender have been prepared in accordance with their respective termsgenerally accepted accounting principles consistently applied ("GAAP"), and fairly present such Borrower's financial condition and the results of its operations as of the date of and for the period covered by such statements (subject, in the case of quarterly financial statements, to usual year-end adjustments), and since the date of such statements there has been no material adverse change in such conditions or operations; (g) the address stated above is the chief place of business and chief executive office of Borrower; (h) Borrower does not conduct business under a trade, assumed or fictitious name, except as Borrower has notified Lender in writing; (i) this Agreement and the Preferred Marine Mortgage create valid security interests in the Collateral securing payment and performance of Borrowers' Obligations in respect of the Loan evidenced thereby, subject to no Liens; (j) Borrower has filed or has caused to have been filed all Federal, state and local tax returns which, to the knowledge of Borrower, are required to be filed, and has paid or caused to have been paid all taxes as shown on such enforceability may returns or on any assessment received by it, to the extent that such taxes have become due, unless and to the extent only that such taxes, assessments and governmental charges are currently contested in good faith and by appropriate proceedings by Borrower and adequate reserves therefor have been established as required under GAAP. To the extent Borrower believes it advisable to do so, Borrower has set up reserves which are believed by Borrower to be limited adequate for the payment of additional taxes for years which have not been audited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.the respective tax authorities; (k)

Representations and Warranties of Borrowers. Each Borrower herebymakes the representations and warranties set forth below to the Lender. Except as otherwise noted, Borrowers make the representations and warranties set forth below as of the Funding Date, the Delayed Draw Loan A Funding Date and the Delayed Draw Loan B Funding Date: (a) reaffirms all representations Each Borrower is a corporation duly organized, validly existing and warranties made to Agent and Lenders in good standing under the Loan laws of Delaware and is duly qualified as a foreign corporation and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, and has the power and authority (including any required license, permit or other approval from any Governmental Authority) to own its assets, to carry on its business as currently conducted and to consummate the transactions contemplated in, and to perform its obligations under, this Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except Transaction Documents to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date);it is party or by which it is bound. (b) reaffirms Each Borrower has taken all necessary action to authorize its execution and delivery of this Agreement and the other Transaction Documents to which it is party, the performance of its obligations under this Agreement and the other Transaction Documents to which it is party or by which it is bound and the consummation of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations transactions contemplated hereby and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;thereby. (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements;Stereotaxis’ Subsidiaries are set forth on Schedule 8.01(c). (d) represents (i) Borrowers and warrants that it their Subsidiaries are in material compliance with all applicable Laws. To the Knowledge of Borrowers, no prospective change in any applicable laws, rules, ordinances or regulations has been proposed or adopted which, when made effective, could individually or in the authority aggregate, reasonably be expected to have a Material Adverse Effect. (ii) Borrowers possess all certificates, authorizations and legal right permits issued or required by the appropriate federal, state, local or foreign regulatory authorities, necessary to executeconduct the Biosense Arrangement, deliver including all such certificates, authorizations and carry out permits required by the terms FDA or any other federal, state, local or foreign agencies or bodies engaged in the regulation of this Amendmentmedical electrophysiology devices or materials except where the failure to possess such certificates, that such actions were duly authorized by all necessary limited liability company authorizations and permits, individually or corporate actionin the aggregate, as applicablecould not reasonably be expected to result in a Material Adverse Effect. Borrowers have not received any notice of proceedings relating to, and to the Knowledge of Borrowers there are no facts or circumstances that could reasonably be expected to lead to, the officers executing this Amendment on its behalf were similarly authorized and empoweredrevocation, and that this Amendment does not contravene any provisions of its certificate of incorporation suspension, termination or formation, operating agreement, bylaws, or other formation documents, as applicable, or modification of any contract such certificate, authorization or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallypermit.

Representations and Warranties of Borrowers. Each Borrower herebyThe Borrowers hereby represent and warrant to the Bank as follows: (a) reaffirms The Loan Documents are in full force and effect and continue to constitute legal and enforceable obligations of the Loan Parties and there are no defenses, offsets or counterclaims of any kind or nature whatsoever against such enforceability, including, without limitation, the enforceability of the amounts owed by Borrowers; (b) To each Borrower’s actual knowledge, the Bank is in full compliance with all of its obligations under the Loan Documents and the Bank has no obligation to extend or renew any loans or other financial accommodations in favor of the Loan Parties except as expressly set forth in the Loan Documents; (c) Except as set forth in that certain Reservation of Rights letter dated April 12, 2021, and on Schedule 7(c) hereto, no event has occurred and is continuing that constitutes an Event of Default, and all of Loan Parties’ representations and warranties made to Agent and Lenders under contained in the Loan Agreement Documents are true, accurate and all of the other Existing Financing Agreements complete on and confirms that all are true and correct in all material respects as of the date hereof (with the same force and effect as if made on and as of the date hereof, except to the extent any such representations and warranties specifically relate to a specific an earlier date, in which case such representations and warranties were they shall be true and correct in all material respects on and as of such other specific earlier date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements;; and (d) represents This Amendment constitutes the legal, valid and warrants that it has binding agreement of the authority and legal right to execute, deliver and carry out Borrowers enforceable against the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable Borrowers in accordance with their respective its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generallygenerally and except as such enforceability may be limited by the availability of equitable remedies, and all consents or approvals necessary or desirable for the Borrowers to obtain in connection with this Amendment have been obtained.

Representations and Warranties of Borrowers. Each Borrower herebyBorrowers hereby represent and warrant to the Lenders and the Agent that: (a) reaffirms all representations A. Each representation and warranties made to Agent and Lenders under warranty set forth in Section 5 of the Loan Agreement is hereby restated and all of the other Existing Financing Agreements and confirms that all are affirmed as true and correct in all material respects as of the date hereof (except to the extent that any such representations and or warranties specifically relate to a an earlier specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific datedate or dates); B. Each Borrower has the power and authority to enter into this Amendment and all other agreements contemplated hereby, and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by such Borrower; C. Each of this Amendment and all other agreements to be executed by Borrower and contemplated hereby has been duly authorized (b) reaffirms by all necessary corporate and limited liability company action and otherwise), validly executed and delivered by Borrowers and constitutes the legal, valid and binding obligations of each Borrower, enforceable against it in accordance with its terms; D. The execution and delivery of this Amendment and all other agreements to be executed by Borrowers and contemplated hereby and Borrowers’ performance hereunder and thereunder do not and will not require the covenants contained consent or approval of any governmental authority, nor be in the Loan Agreement contravention of or in conflict with any Borrower’s Certificate of Formation or Organization (as amended hereby)applicable) or the provisions of any statute, covenants or any judgment, order, or indenture, instrument, agreement, or undertaking, to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, which any Borrower is a party or by which any Borrower or its assets or properties are satisfied and/or released by Agent and Lenders;or may become bound; and (c) represents and warrants that no E. No Default or Event of Default has occurred and is continuing under any of on the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallydate hereof.

Representations and Warranties of Borrowers. Each Borrower hereby: (a) except as set forth on Schedule 3(a) attached hereto and made part hereof, reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) from and after the Effective Date, reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that after giving effect to this Amendment no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers officer executing this Amendment on its behalf were was similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations and Warranties of Borrowers. Each Borrower herebyIn order to induce the Banks and the Administrative Agent to enter into this Amendment, each of the Borrowers represents and warrants that: (a) reaffirms all The execution and delivery by such Borrower of this Amendment have been duly authorized by proper corporate proceedings and this Amendment and the Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms. (b) Neither the execution and delivery by such Borrower of this Amendment nor compliance with the provisions hereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower or the articles of incorporation or bylaws of such Borrower or the provisions of any indenture, instrument or agreement to which such Borrower is a party or is subject, or by which it or its property is bound, or conflict with or constitute a default thereunder. (c) Such Borrower has not received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations or the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non compliance or remedial action would constitute a Material Adverse Occurrence. (d) The representations and warranties made to Agent and Lenders under the Loan Agreement and all set forth in Article IV of the other Existing Financing Agreements and confirms that all Agreement, as amended hereby, are true and correct in all material respects as of on the date hereof (and after giving effect hereto, except to that the extent any such representations and warranties specifically relate set forth in Section 4.5 as to financial statements of QDI shall be deemed a specific datereference to the audited and unaudited financial statements of QDI, in which as the case such representations and warranties were true and correct in all material respects on and as of such other specific date);may be, most recently delivered to the Banks pursuant to Section 5.1. (be) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no No Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it and, since October 25, 1998, no Material Adverse Occurrence has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyoccurred.

Representations and Warranties of Borrowers. Each Borrower hereby: (a) reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default (other than a Potential Default (as defined below)) has occurred and is continuing under any of the Existing Financing AgreementsAgreements or would occur after giving effect to this Amendment; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations and Warranties of Borrowers. Each Borrower herebyrepresents and warrants as follows: (a) reaffirms It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Borrower and constitutes such Borrower’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) After giving effect to this Amendment, the representations and warranties made to Agent of such Borrower and Lenders under the Loan Agreement and all each other Borrower contained in Article IV of the Credit Agreement or any other Existing Financing Agreements and confirms that all Loan Document, or which are true and correct contained in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific datedocument furnished at any time under or in connection therewith, in which case such representations and warranties were are true and correct in all material respects on and as of the Third Amendment Effective Date, except that (i) such other specific date);representations and warranties that specifically refer to an earlier date shall be true and correct in all material respects as of such earlier date and (ii) such representations and warranties shall be true and correct in all respects to the extent they are qualified by a materiality standard. (be) reaffirms all As of the covenants contained in the Loan Agreement Third Amendment Effective Date (as amended herebyafter giving effect to this Amendment), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default event has occurred and is continuing under any which constitutes a Default or an Event of the Existing Financing Agreements;Default. (df) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized The Obligations are not reduced or modified by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignmentsare not subject to any offsets, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium defenses or similar laws affecting creditors’ rights generallycounterclaims.