Common use of Representations and Warranties of Borrowers Clause in Contracts

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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) The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, ’s corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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 ’s shareholders, partners, or members or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; and (e) No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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) The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders Lender as follows: (a) : Each Borrower is a corporation, limited liability company, or limited partnership duly organized or formed, as the case may be, validly and existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto of its organization and qualified to do business in all other jurisdictions in which any state where the failure to be so qualified reasonably could be expected to constitute have a Material Adverse Change; (b) . The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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) . The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) . This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each In order to induce each Lender to enter into this Amendment, each Canadian Borrower represents and warrants to each Lender with respect to the Agent following matters applicable to it and its Subsidiaries that, and the Lenders as followsUS Borrower represents and warrants to each Lender with respect to all of the following matters that: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The representations and warranties contained in good standing under the laws Article VII of the jurisdiction indicated on Original Agreement and the signature pages hereto other Loan Documents made by it are true and correct in all other jurisdictions in which material respects on and as of the failure Effective Date, except to be so qualified reasonably could be expected the extent that such representations and warranties specifically refer to constitute a Material Adverse Change;an earlier date. (b) Each 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. Each Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the obligations of such Borrower hereunder. (c) The execution, delivery, execution and performance delivery by each Borrower of this Amendment Amendment, the performance by such Borrower of its obligations hereunder and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, or partnership action and consummation of the transactions contemplated hereby do not and will not (i) violate conflict with any provision of federal(A) any Law, state, or local law or regulation applicable to (B) the Organizational Documents of such Borrower, the Governing Documents of or (C) any Borrower, or any orderagreement, judgment, license, order or decree of any court permit applicable to or other Governmental Authority binding on any Borrowerupon such Borrower unless such conflict would not reasonably be expected to have a Material Adverse Effect, or (ii) conflict with, result in the acceleration of any Indebtedness of Borrowers which would reasonably be expected to have a breach ofMaterial Adverse Effect, 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 assets or properties of such Borrower which would reasonably be expected to have a Material Adverse Effect, except as expressly contemplated or assets permitted in the Loan Documents. Except as expressly contemplated in the Loan Documents, no consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Borrower of this Amendment or to consummate any Borrowertransactions contemplated by this Amendment, other than Permitted Liens, or (iv) require any approval of any Borrower's shareholders, partners, or members or any approval or unless failure to obtain such consent of any Person under any material contractual obligation of any Borrower;would not reasonably be expected to have a Material Adverse Effect. (cd) The executionWhen duly executed and delivered, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower Credit Agreement will be the legally valid a legal and binding obligations obligation of such each Borrower, enforceable against each Borrower in accordance with their respective its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; andDebtor Relief Laws. (e) No event has occurred since the date of the most recent audited financial statements of the US Borrower delivered pursuant to Section 8.02(a) of the Original Agreement that has had, or could reasonably be expected to have, a Material Adverse Effect (f) No Default or Event of Default is existingexists on the Effective Date.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower The execution, delivery and performance by such Person of this Amendment is a corporationwithin such Person’s organizational powers and has been duly authorized by all necessary organizational, limited liability companypartnership, member or limited partnership organized or formedother action, as the case applicable, as may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;necessary or required. (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) The execution, delivery, execution and performance delivery by each Borrower such Person of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within performance by such Borrower's corporate, limited liability company, or partnership authority, Person of this Amendment have been duly authorized by all necessary corporatecorporate or other organizational action, limited liability company, or partnership action and do not and will not (ia) violate contravene the terms of its certificate or articles of incorporation or organization or other applicable constitutive documents, (b) conflict with or result in any provision of federal, statebreach or contravention of, or local law or regulation applicable to such Borrower, the Governing Documents creation of any Borrowerlien under, or require any payment to be made under (x) any contractual obligation to which such Person is a party or affecting such Person or the properties of such Person or any subsidiary thereof or (y) any order, judgmentinjunction, writ 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 governmental authority or any approval arbitral award to which such Person or consent of any Person under any material contractual obligation of any Borrower; subsidiary thereof or its property is subject or (c) The execution, delivery, and 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 violate any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person;law. (d) This Before and after giving effect to this Amendment, (A) all representations and warranties of such Person set forth in the Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality (after giving effect to such materiality qualification)) on and as of the Amendment Effective Date (except to the extent that such representations and each other Loan Document warranties specifically refer to an earlier date, in which each Borrower case they were true and correct in all material respects (and in all respects if any such representation or warranty is a partyalready qualified by materiality (after giving effect to such materiality qualification)) as of such earlier date), and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations (B) no Event of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; andDefault exists. (e) No Default The Obligations are not reduced or Event of Default is existingmodified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of Borrowers. Each In consideration of the execution and delivery of this Amendment by Agent and the Lenders, each Borrower hereby represents and warrants to the in favor of Agent and the Lenders as follows: (a) Each Borrower is a corporationas to each Borrower, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each such Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporateaction on the part of such Borrower; (b) as to each Borrower, limited liability companythe execution, or partnership action delivery, and performance by such Borrower of this Amendment do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such any 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 BorrowerBorrower (including any of the Senior Note Documents), (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, ’s members or members shareholders or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) The the execution, delivery, and performance by each such 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, consent or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than any consent or approval that has been obtained and remains in full force and effect; (d) This Amendment and as to each other Borrower, the Loan Document Documents to which each such Borrower is a partyparty (including, without limitation, the Loan Agreement, this Amendment and all other documents contemplated hereby and therebyhereby), when executed and delivered by each Borrower such Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against each such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; and; (e) No no Default or Event of Default exists under the Loan Agreement or the other Loan Documents; (f) as of the date hereof, all representations and warranties of Borrowers set forth in the Loan Agreement and the other Loan Documents are true, correct and complete in all material respects, except to the extent such representation or warranty expressly relates to an earlier date (in which case such statement was true and correct on and as of such earlier date); and (g) the Ice Harbor Transaction is existingpermitted under the Indenture.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders Lender as follows: (a) : Each Borrower is a corporation, limited liability company, or limited partnership duly organized or formed, as the case may be, validly and existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto of its organization and qualified to do business in all other jurisdictions in which any state where the failure to be so qualified reasonably could be expected to constitute have a Material Adverse Change; (b) ; The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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) ; The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) ; This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) and No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each In order to induce each Lender to enter into this Amendment, each Borrower jointly and severally represents and warrants to the Agent and the Lenders as followseach Lender that: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The representations and warranties contained in good standing under the laws Article V of the jurisdiction indicated on Original Agreement are true and correct at and as of the signature pages hereto time of the effectiveness hereof, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;Administrative Agent. (b) The execution, delivery, Such Borrower is duly authorized to execute and performance by each 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 Loan Documents to which it is a partyperformance of the obligations of such Borrower hereunder. (c) The execution and delivery by such Borrower of this Amendment, as amended hereby, are within the performance by such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, or partnership action Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not (i) violate conflict with any provision of federal(1) any Law, state, or local law or regulation applicable to (2) the organizational documents of such Borrower, the Governing Documents of or (3) any material agreement, judgment, license, order or permit applicable to or binding upon such 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 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 nature whatsoever upon any properties Tribunal or assets third party is required in connection with the execution and delivery by such Borrower of any Borrower, other than Permitted Liens, this Amendment 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;to consummate the transactions contemplated hereby. (cd) The executionWhen duly executed and delivered, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower Credit Agreement will be the legally valid a legal and binding obligations obligation of such Borrower, enforceable against each Borrower in accordance with their respective its terms, except as limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement may be limited of creditors’ rights and by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existinggeneral application.

Representations and Warranties of Borrowers. Each In consideration of the execution and delivery of this Consent by Agent and the Lenders, each Borrower hereby represents and warrants to the in favor of Agent and the Lenders as follows: (a) Each Borrower is a corporationas to each Borrower, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each such Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, Consent have been duly authorized by all necessary corporateaction on the part of such Borrower; (b) as to each Borrower, limited liability companythe execution, or partnership action delivery, and performance by such Borrower of this Consent do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such any 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 BorrowerBorrower (including any of the Senior Note Documents), (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, ’s members or members shareholders or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) The the execution, delivery, and performance by each such Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, Consent do not and will not require any registration with, consent, consent or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than any consent or approval that has been obtained and remains in full force and effect; (d) This Amendment and as to each other Borrower, the Loan Document Documents to which each such Borrower is a partyparty (including, without limitation, the Loan Agreement, this Consent and all other documents contemplated hereby and therebyhereby), when executed and delivered by each Borrower such Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against each such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; and; (e) No no Default or Event of Default is existingexists under the Loan Agreement or the other Loan Documents; and (f) as of the date hereof, all representations and warranties of Borrowers set forth in the Loan Agreement and the other Loan Documents are true, correct and complete in all material respects, except to the extent such representation or warranty expressly relates to an earlier date (in which case such statement was true and correct on and as of such earlier date).

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, ’s corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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 ’s shareholders, partners, or members or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; and; (e) No Default or Event of Default Default, other than the Covenant Defaults set forth herein, is existing; and (f) that CellStar Shanghai has obtained the repayment by Rui Da of the total amount of the advances on February 20, 2003.

Representations and Warranties of Borrowers. Each Borrower represents In order to induce Lenders to enter into this Agreement, Borrowers hereby represent and warrants to the Agent and the Lenders as followswarrant that: (a) Each each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing has all requisite corporate power and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure authority to be so qualified reasonably could be expected to constitute a Material Adverse Changeenter into this Agreement; (b) The execution, delivery, the execution and performance by each Borrower delivery of this Amendment Agreement and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, performance of this Agreement have been duly authorized by all necessary corporate, limited liability company, or partnership corporate action on the part of each Borrower; (c) the execution and delivery by each Borrower of this Agreement and the performance by each Borrower of this Agreement do not and will not (i) violate any provision of federal, state, any law or local law any governmental rule or regulation applicable to such BorrowerBorrower or any of their Subsidiaries, the Governing Documents Certificate or Articles of Incorporation or Bylaws of Borrowers or any Borrower, of their Subsidiaries or any order, judgment, judgment or decree of any court or other Governmental Authority agency of government binding on Borrowers or any Borrowerof their Subsidiaries, (ii) conflict with, result in a breach of, of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Contractual Obligation of Borrowers or any Borrowerof their Subsidiaries, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of Borrowers or any Borrower, of their Subsidiaries (other than Permitted LiensLiens created under any of the Loan Documents in favor of Agent on behalf of Lenders), or (iv) require any approval of any Borrower's shareholders, partners, or members stockholders or any approval or consent of any Person under any material contractual obligation Contractual Obligation of Borrowers or any Borrowerof their Subsidiaries (other than the Stockholder Approval as defined in the Term Sheet); (cd) The execution, delivery, the execution and delivery by each Borrower of this Agreement and the performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, Agreement do not and will not require any registration with, consent, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority federal, state or other Persongovernmental authority or regulatory body; (de) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when this Agreement has been duly executed and delivered by each Borrower will be and constitutes the legally valid and binding obligations of such each Borrower, enforceable against each Borrower in accordance with their respective its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to or limiting creditors' rights generally; andgenerally or by equitable principles relating to enforceability; (ef) No Default or after giving effect to this Agreement, excluding any Event of Default or Potential Event of Default which is existing.subject to a forbearance agreement between the Borrowers and the Lenders, there exists no Event of Default or Potential Event of Default under the Credit Agreement; (g) all representations and warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof except to the extent such representations and warranties specifically relate (i) to an earlier date, in which case they were true, correct and complete in all material

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each The Recitals in this Amendment are true and correct in all respects. All representations and warranties of each Borrower in the Loan Agreement and in the other Loan Documents to which each Borrower is a corporation, limited liability company, or limited partnership organized or formed, party are incorporated herein in full by this reference and are true and correct in all material respects as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on date hereof, except to the signature pages hereto and in all other jurisdictions in which the failure extent that any such representation or warranty expressly relates to be so qualified reasonably could be expected to constitute a Material Adverse Change;an earlier date. (b) The executionAfter, deliverygiving effect to this Amendment, no Event of Default or Unmatured Event of Default has occurred and is continuing. (c) Each Borrower has the power, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have has been duly authorized by all necessary corporaterequisite action, to execute and deliver this Amendment. This Amendment has been duly executed by each Borrower. (d) This Amendment is the legal, valid and binding obligation of each Borrower, enforceable against each Borrower and each of the other Borrowers in accordance with their respective terms, except as such enforceability may be limited liability companyby any applicable bankruptcy, insolvency, reorganization, moratorium, or partnership action similar law affecting creditors’ rights generally. (e) The execution, delivery and performance of this Amendment do not and will not (i) violate any provision law, rule, regulation or court order to which any 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, Borrowers is subject; (ii) conflict with, with or result in a breach ofof the certificate of formation or incorporation, bylaws, limited liability company agreement or constitute (with due notice or lapse of time or both) a default under any material contractual obligation other organizational documents of any Borrower, 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 or require the creation or imposition of any Lien on any property of any nature whatsoever upon any properties of the Borrowers, whether now owned or assets of any Borrowerhereafter acquired, other than Permitted LiensLiens in favor of the Bank. (f) No consent or authorization of, filing with or (iv) require any approval of any Borrower's shareholders, partners, other act by or members or any approval or consent in respect of any Person under any material contractual obligation of any Borrower; (c) The is required in connection with the execution, delivery, and delivery or performance by each Borrower of the Borrowers, or the validity or enforceability, 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, consentAmendment, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents the consummation of the transactions contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existinghereby.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The Recitals in this Amendment are true and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and correct in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;respects. (b) The execution, delivery, All representations and performance by warranties of each Borrower of this Amendment in the Loan Agreement and in the other Loan Documents to which it each Borrower is a partyparty are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, as amended herebyexcept to the extent that any such representation or warranty expressly relates to an earlier date. (c) No Event of Default or Unmatured Event of Default has occurred and is continuing. (d) Each Borrower has the power, are within such Borrower's corporate, limited liability company, or partnership authority, have and has been duly authorized by all necessary corporaterequisite action, to execute and deliver this Amendment. This Amendment has been duly executed by each Borrower. (e) This Amendment is the legal, valid and binding obligation of each Borrower, enforceable against each Borrower and each of the other Borrowers in accordance with their respective terms, except as such enforceability may be limited liability companyby any applicable bankruptcy, insolvency, reorganization, moratorium, or partnership action similar law affecting creditors’ rights generally. (f) The execution, delivery and performance of this Amendment do not and will not (i) violate any provision law, rule, regulation or court order to which any 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, Borrowers is subject; (ii) conflict with, with or result in a breach ofof the certificate of formation or incorporation, bylaws, limited liability company agreement or constitute (with due notice or lapse of time or both) a default under any material contractual obligation other organizational documents of any Borrower, 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 or require the creation or imposition of any Lien on any property of any nature whatsoever upon any properties of the Borrowers, whether now owned or assets of any Borrowerhereafter acquired, other than Permitted LiensLiens in favor of the Lender. (g) No consent or authorization of, filing with or (iv) require any approval of any Borrower's shareholders, partners, other act by or members or any approval or consent in respect of any Person under any material contractual obligation of any Borrower; (c) The is required in connection with the execution, delivery, and delivery or performance by each Borrower of the Borrowers, or the validity or enforceability, 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, consentAmendment, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents the consummation of the transactions contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existinghereby.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders Lender as follows: (a) : Each Borrower is a corporation, limited liability company, or limited partnership duly organized or formed, as the case may be, validly and existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto of its organization and qualified to do business in all other jurisdictions in which any state where the failure to be so qualified reasonably could be expected to constitute have a Material Adverse Change; (b) . The execution, delivery, and performance by each Borrower of this Amendment and Consent and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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) . The execution, delivery, and performance by each Borrower of this Amendment and Consent and the Loan Documents to which it is a party, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) . This Amendment and Consent and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) . No Default or Event of Default is existingexists or shall result from the sale of the Assets to Colorants. MISCELLANEOUS.

Representations and Warranties of Borrowers. Each Borrower represents and warrants In order to the induce Administrative Agent and Lenders to enter into this Amendment, US Borrower and, with respect to itself and its Subsidiaries, the Lenders as followsCanadian Borrowers, represent and warrant to Administrative Agent and each Lender that: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The representations and warranties contained in good standing under the laws Article V of the jurisdiction indicated on Original Agreement are true and correct at and as of the signature pages hereto 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 each case such other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;date. (b) The executionEach Restricted Person is duly authorized to execute and deliver this Amendment, deliveryto the extent a party thereto, and performance by US Borrower and each Canadian Borrower is and will continue to be duly authorized to borrow and perform its obligations under the Credit Agreement. Each Restricted Person a party hereto has duly taken all action necessary to authorize the execution and delivery of this Amendment and to authorize the Loan Documents performance of its obligations hereunder. (c) The execution and delivery by each Restricted Person of this Amendment, to which the extent a party hereto, the performance by it is a partyof its obligations hereunder, as amended and the consummation of the transactions contemplated hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, or partnership action and do not and will not (i) violate any provision of federal, stateany Law applicable to it or of the organizational documents of such Restricted Person, or local law of any judgment, order or regulation material license or permit applicable to such Borrower, the Governing Documents of or binding upon any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any BorrowerRestricted Person, (ii) conflict with, result in a breach ofthe acceleration of any Indebtedness owed by it, 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 consensual Lien upon any of its material assets or properties of any nature whatsoever upon any properties or assets of any BorrowerRestricted Person, other than except Permitted Liens, or, without duplication, as expressly contemplated in, or (iv) require any approval permitted by, the 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 Borrower's shareholders, partners, or members or any approval or consent Governmental Authority is required on the part of any Person under Restricted person a party thereto pursuant to the provisions of any material contractual obligation of any Borrower; (c) The execution, delivery, Law applicable to it as a condition to its execution and performance delivery by each Borrower Restricted Person of this Amendment and the performance of its obligations hereunder, to the extent a party hereto, or to consummate the transactions contemplated hereby. (d) When duly executed and delivered, this Amendment and each of the Loan Documents to which it is a partyDocuments, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid a legal and binding obligations instrument and agreement of such Borrowereach Restricted Person to the extent a party hereto, enforceable against each Borrower in accordance with their respective its terms, except (subject, as to enforcement may be limited by equitable principles or by of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium, or insolvency and similar laws relating applicable to or limiting creditors' rights generally; and (e) No Default or Event generally and general principles of Default is existingequity).

Representations and Warranties of Borrowers. Each Borrower represents and warrants In order to the induce Administrative Agent and Lenders to enter into this Amendment, US Borrower and, with respect to itself and its Subsidiaries, the Lenders as followsCanadian Borrowers, represent and warrant to Administrative Agent and each Lender that: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The representations and warranties contained in good standing under the laws Article V of the jurisdiction indicated on Original Agreement are true and correct at and as of the signature pages hereto 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 each case such other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;date. (b) The executionEach Restricted Person is duly authorized to execute and deliver this Amendment, deliveryto the extent a party thereto, and performance by US Borrower and each Canadian Borrower is and will continue to be duly authorized to borrow and perform its obligations under the Credit Agreement. Each Restricted Person a party hereto has duly taken all action necessary to authorize the execution and delivery of this Amendment and to authorize the Loan Documents performance of its obligations hereunder. (c) The execution and delivery by each Restricted Person of this Amendment, to which the extent a party hereto, the performance by it is a partyof its obligations hereunder, as amended and the consummation of the transactions contemplated hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, or partnership action and do not and will not (i) violate any provision of federal, stateany Law applicable to it or of the organizational documents of such Restricted Person, or local law of any judgment, order or regulation material license or permit applicable to such Borrower, the Governing Documents of or binding upon any Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any BorrowerRestricted Person, (ii) conflict with, result in a breach ofthe acceleration of any Indebtedness owed by it, 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 consensual Lien upon any of its material assets or properties of any nature whatsoever upon any properties or assets of any BorrowerRestricted Person, other than except Permitted Liens, or (iv) require any approval , without duplication, as expressly contemplated in, or permitted by, the 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 Borrower's shareholders, partners, or members or any approval or consent Governmental Authority is required on the part of any Person under Restricted person a party thereto pursuant to the provisions of any material contractual obligation of any Borrower; (c) The execution, delivery, Law applicable to it as a condition to its execution and performance delivery by each Borrower Restricted Person of this Amendment and the performance of its obligations hereunder, to the extent a party hereto, or to consummate the transactions contemplated hereby. (d) When duly executed and delivered, this Amendment and each of the Loan Documents to which it is a partyDocuments, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid a legal and binding obligations instrument and agreement of such Borrowereach Restricted Person to the extent a party hereto, enforceable against each Borrower in accordance with their respective its terms, except (subject, as to enforcement may be limited by equitable principles or by of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium, or insolvency and similar laws relating applicable to or limiting creditors' ’ rights generally; and (e) No Default or Event generally and general principles of Default is existingequity).

Representations and Warranties of Borrowers. Each In consideration of the execution and delivery of this Amendment by Agent and the Lenders, each Borrower hereby represents and warrants to the in favor of Agent and the Lenders as follows: (a) Each Borrower is a corporationAs to each Borrower, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each such Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporateaction on the part of such Borrower; (b) As to each Borrower, limited liability companythe execution, or partnership action delivery, and performance by such Borrower of this Amendment do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such any 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 BorrowerBorrower (including any of the Senior Note Documents), (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, ’s members or members shareholders or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) The execution, delivery, and performance by each such 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than any consent or approval that has been obtained and remains in full force and effect; (d) This Amendment and As to each other Borrower, the Loan Document Documents to which each such Borrower is a partyparty (including, without limitation, the Loan Agreement, this Amendment and all other documents contemplated hereby and therebyhereby), when executed and delivered by each Borrower such Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against each such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; and; (e) No Default or Event of Default is existingexists under the Loan Agreement or the other Loan Documents; (f) No Uniform Commercial Code Financing Statement has been filed in any jurisdiction naming DJW as debtor and U.S. Bank National Association, as trustee, as secured party; and (g) As of the date hereof, all representations and warranties of Borrowers set forth in the Loan Agreement and the other Loan Documents are true, correct and complete in all material respects, except to the extent such representation or warranty expressly relates to an earlier date (in which case such statement was true and correct on and as of such earlier date).

Representations and Warranties of Borrowers. Each In order to induce Bank to enter into this Amendment, each Borrower represents and warrants to the Agent and the Lenders as followsBank that: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The representations and warranties contained in good standing under the laws Section 3 of the jurisdiction indicated on Original Credit Agreement are true and correct at and as of the signature pages hereto and in all other jurisdictions in which time of the failure to be so qualified reasonably could be expected to constitute a Material Adverse Changeeffectiveness hereof; (b) 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 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 obligations of such Borrower hereunder and thereunder; (c) The execution, delivery, execution and performance delivery by each Borrower of this Amendment and the Loan Documents to which it is a partyother Amendment Documents, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized the performance by all necessary corporate, limited liability company, or partnership action each Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not (i) violate conflict with any provision of federallaw, statestatute, or local law rule or regulation applicable to or of the articles of incorporation and bylaws of such Borrower, the Governing Documents or of any material agreement, judgment, license, order or permit applicable to or binding upon such Borrower, or result in the creation of any orderlien, judgmentcharge or encumbrance upon any assets or properties of such Borrower. Except for those which have been duly obtained, no consent, approval, authorization or decree order of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result governmental authority or third party is required in a breach of, or constitute (connection 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) The execution, delivery, execution and performance delivery by each Borrower Borrowers of this Amendment and the Loan other Amendment Documents or to which it is a party, as amended hereby, do not consummate the transactions contemplated hereby and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person;thereby; and (d) This When duly executed and delivered, each of this Amendment and each the other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower Amendment Documents will be the legally valid a legal and binding obligations instrument and agreement of such BorrowerBorrowers, enforceable against each Borrower in accordance with their respective its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; insolvency and (e) No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, ’s corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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 ’s shareholders, partners, or members or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; and (e) No Default or Event of Default, other than the Covenant Default set forth herein, is existing.

Representations and Warranties of Borrowers. Each In order to induce Lender to enter into this Amendment, each Borrower represents and warrants to the Agent and the Lenders as followsLender that: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The representations and warranties contained in good standing under the laws Article IV of the jurisdiction indicated on Original Credit Agreement are true and correct at and as of the signature pages hereto and in all other jurisdictions in which time of the failure to be so qualified reasonably could be expected to constitute a Material Adverse Changeeffectiveness hereof; (b) 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 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 obligations of such Borrower hereunder and thereunder; (c) The execution, delivery, execution and performance delivery by each Borrower of this Amendment and the Loan Documents to which it is a partyother Amendment Documents, as amended hereby, are within the performance by such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, or partnership action Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not (i) violate conflict with any provision of federallaw, statestatute, or local law rule or regulation applicable to or of the articles of incorporation and bylaws of such Borrower, the Governing Documents or of any material agreement, judgment, license, order or permit applicable to or binding upon such Borrower, or result in the creation of any orderlien, judgmentcharge or encumbrance upon any assets or properties of such Borrower. Except for those which have been duly obtained, no consent, approval, authorization or decree order of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result governmental authority or third party is required in a breach of, or constitute (connection 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) The execution, delivery, execution and performance delivery by each either Borrower of this Amendment and the Loan other Amendment Documents or to which it is a party, as amended hereby, do not consummate the transactions contemplated hereby and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Personthereby; (d) This When duly executed and delivered, each of this Amendment and each the other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower Amendment Documents will be the legally valid a legal and binding obligations instrument and agreement of such each Borrower, enforceable against each Borrower in accordance with their respective its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or insolvency and similar laws relating applying to or limiting creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No Default The draft of audited annual Consolidated financial statements of Borrowers dated as of December 31, 2001 and the unaudited quarterly Consolidated financial statements of Borrowers dated as of September 30, 2002 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrowers. Copies of such financial statements have heretofore been delivered to Bank. Since such dates no material adverse change has occurred in the financial condition or Event businesses or in the Consolidated financial condition or businesses of Default is existingBorrowers.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to that, as of the Agent and the Lenders as followsdate hereof: (a) Each Borrower Borrowers have the right and power and is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing duly authorized to enter into this Amendment and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions agreements executed in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Changeconnection herewith; (b) The execution, delivery, delivery and performance by each Borrower Borrowers of this Amendment and the Loan Documents other agreements to which it each Borrower is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, party (i) have been duly authorized by all necessary corporate, limited liability company, or partnership action and on its part; (ii) do not and will not (i) not, by the lapse of time, giving of notice or otherwise, violate any provision the provisions of federal, statethe terms of its Certificate of Incorporation or By-Laws, or local law of any mortgage, indenture, security agreement, contract, undertaking or regulation applicable other agreement to such Borrowerwhich 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 Governing Documents giving of notice or otherwise, contravene any Borrower, governmental restriction to which a Borrower or any orderof its properties may be subject; and (iv) do not and will not, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict withexcept as contemplated in the Loan Agreement, 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 lien, charge, security interest or encumbrance upon any of a Borrower’s properties under any indenture, mortgage, deed of trust, loan or assets of any Borrower, credit agreement or other than Permitted Liens, agreement or (iv) require any approval of any Borrower's shareholders, partners, instrument to which a Borrower is a party or members which purports to be binding on a Borrower or any approval or consent of any Person under any material contractual obligation of any Borrowerits properties; (c) The No consent, license, registration or approval of any governmental authority bureau or agency is required in connection with the execution, delivery, and performance by each Borrower performance, validity or enforceability 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person;agreements executed by Borrowers in connection herewith; and (d) This Amendment and each the other Loan Document to which agreements executed by each Borrower is a party, and all other documents contemplated hereby and thereby, when in connection herewith have been duly executed and delivered by each Borrower will be the legally valid Borrowers and binding obligations of such Borrower, are enforceable against each Borrower Borrowers in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and. (e) No Default or Event of Default is existingexists under the Loan Agreement other than the Existing Default.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to that, as of the Agent and the Lenders as followsdate hereof: (a) Each Borrower Borrowers have the right and power and is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing duly authorized to enter into this Amendment and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions agreements executed in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Changeconnection herewith; (b) The execution, delivery, delivery and performance by each Borrower Borrowers of this Amendment and the Loan Documents other agreements to which it each Borrower is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, party (i) have been duly authorized by all necessary corporate, limited liability company, or partnership action and on its part; (ii) do not and will not (i) not, by the lapse of time, giving of notice or otherwise, violate any provision the provisions of federal, statethe terms of its Certificate of Incorporation or By-Laws, or local law of any mortgage, indenture, security agreement, contract, undertaking or regulation applicable other agreement to such Borrowerwhich 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 Governing Documents giving of notice or otherwise, contravene any Borrower, governmental restriction to which a Borrower or any orderof its properties may be subject; and (iv) do not and will not, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict withexcept as contemplated in the Loan Agreement, 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 lien, charge, security interest or encumbrance upon any of a Borrower’s properties under any indenture, mortgage, deed of trust, loan or assets of any Borrower, credit agreement or other than Permitted Liens, agreement or (iv) require any approval of any Borrower's shareholders, partners, instrument to which a Borrower is a party or members which purports to be binding on a Borrower or any approval or consent of any Person under any material contractual obligation of any Borrowerits properties; (c) The No consent, license, registration or approval of any governmental authority bureau or agency is required in connection with the execution, delivery, and performance by each Borrower performance, validity or enforceability 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person;agreements executed by Borrowers in connection herewith; and (d) This Amendment and each the other Loan Document to which agreements executed by each Borrower is a party, and all other documents contemplated hereby and thereby, when in connection herewith have been duly executed and delivered by each Borrower will be the legally valid Borrowers and binding obligations of such Borrower, are enforceable against each Borrower Borrowers in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower In order to induce Lenders to enter into this Agreement and to provide the limited waivers and consents and amend the Credit Agreement in the manner provided herein, each of VCR and LVSI represents and warrants to each Lender that the Agent following statements are true, correct and complete as of the Lenders date hereof and as followsof the date the conditions set forth in Section 4 are satisfied: (a1) Each Borrower is a corporation, of VCR and LVSI has all requisite corporate or limited liability company, or limited partnership organized or formed, as company power and authority to enter into this Agreement and to carry out the case may be, validly existing transactions contemplated hereby and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Changeperform its obligations hereunder; (b2) The execution, delivery, execution and performance by each Borrower delivery of this Amendment Agreement by VCR and LVSI and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, performance of their obligations hereunder have been duly authorized by all necessary corporate, limited liability company, or partnership corporate action on the part of VCR and LVSI; (3) The execution and delivery by VCR and LVSI of this Agreement and the performance by VCR and LVSI of this Agreement do not and will not (i) violate any provision of federal, state, any law or local law any governmental rule or regulation applicable to such Borrowerthe Project or to VCR or LVSI or any of their Affiliates, the Governing Documents organizational documents of VCR or LVSI or any Borrower, of their Affiliates or any order, judgment, judgment or decree of any court or other Governmental Authority agency of government binding on VCR or LVSI or any Borrowerof their Affiliates, (ii) conflict with, result in a breach of, of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation Contractual Obligation of VCR or LVSI or any Borrowerof their Affiliates, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of VCR or LVSI or any Borrower, other than Permitted Liensof their Affiliates, or (iv) require any approval of any Borrower's shareholders, partners, or members stockholders or any approval or consent of any Person under any material contractual obligation Contractual Obligation of VCR or LVSI or any Borrowerof their Affiliates; (c4) The execution, delivery, execution and delivery by VCR and LVSI of this Agreement and the performance by each Borrower VCR and LVSI of this Amendment and the Loan Documents to which it is a party, as amended hereby, Agreement do not and will not require any registration with, consent, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority federal, state or other Persongovernmental authority or regulatory body; (d5) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when Agreement has been duly executed and delivered by each Borrower will be VCR and LVSI and constitutes the legally valid and binding obligations obligation of such BorrowerVCR and LVSI, enforceable against each Borrower VCR and LVSI in accordance with their respective its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to or limiting creditors' rights generallygenerally or by equitable principles relating to enforceability; (6) The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the date hereof and on the date the conditions in Section 4 hereof are satisfied to the same extent as though made on and as of that date, except (i) to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date and (ii) with respect to the matters described on Schedule 1; (7) The Remaining Costs are accurately reflected on that certain chart previously delivered to the Disbursement Agent and attached hereto as Exhibit A; (8) The schedule to achieve Completion previously delivered to the Disbursement Agent and attached hereto as Exhibit B is accurate and true; (9) The litigation arising out of the lawsuit filed by Borrowers against the Construction Manager in United States District Court for the District of Nevada and the countersuit filed by the Construction Manager against the Borrowers and any other outstanding lawsuit, action, claim or Lien arising out of or relating to the construction of the Mall or the Project (the "Construction Litigation"), including any claim made or Lien filed by Construction Manager or any contractor or subcontractor or to the bonding company insuring over any Lien relating to or binding upon the Mall or the Project or to VCR, LVSI, GCCLC or any of their Affiliates in connection therewith, and any judgment or settlement amount owed by the Borrowers to the Construction Manager or any contractor or subcontractor or to the bonding company insuring over any such Lien as a result of the Construction Litigation (such amount, the "Additional Contingent Claims") cannot reasonably be expected to have, when taken in the aggregate, a Material Adverse Effect; (10) the status summary of the Construction Litigation attached hereto as Exhibit C is true and correct in all material respects as of the date hereof; (11) the Borrowers have sufficient Available Funds such that Available Funds will equal or exceed Remaining Costs after giving effect to the Additional Contingent Claims as a Remaining Cost; (12) no Events of Default or Potential Events of Default under the Credit Agreement exist or are continuing (other than those Events of Default and Potential Events of Default set forth on Schedule 1); (13) there are no defaults beyond any applicable grace or cure period with respect to any financing secured by the Sands Expo and Convention Center; (14) Xxxxxxx has complied with the terms and conditions of that certain Subordination and Intercreditor Agreement (Trade Claims) (the "Xxxxxxx Subordination Agreement"), the form of which is attached hereto as Exhibit E, with respect to Xxxxxxx Trade Claims (as defined in the Xxxxxxx Subordination Agreement); (15) the Master Leases referred to in Section 8 of the FADAA Waiver to be entered into by Borrowers contains terms which are not less favorable to Borrowers and their Subsidiaries than would be obtainable in an arms length transaction, including economic terms consistent with the current rental market for comparable space in Las Vegas, Nevada; and (e16) No Default or Event The Project is free of Default is existingall Liens and encumbrances other than Permitted Liens.

Representations and Warranties of Borrowers. Each Borrower represents All of the following representations and warrants to the Agent warranties are made jointly and the Lenders as followsseverally by Borrowers: (a) Each Authority, Compliance with Laws, Litigation, No Material Adverse Change, Etc. Borrowers warrant and represent to Bank that: (i) each Borrower is a corporation, limited liability company, or limited partnership duly organized or formed, as the case may be, and validly existing and in good standing under the laws of the jurisdiction indicated on state of such Borrower's formation; (ii) the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each Borrower of this Amendment Agreement and the Loan Documents to which it is a party, as amended hereby, any related loan documents are within such each Borrower's corporate, limited liability company, or partnership authoritycorporate powers, have been duly authorized by all necessary corporateauthorized, limited liability company, or partnership action and do not and will not (i) violate such Borrower's constituent documents, any provision of federallaw or regulation, stateincluding without limitation, or local any law or regulation relating to occupational health and safety or protection of the environment applicable to such Borrower, the Governing Documents of any either Borrower, or any orderindenture, judgmentagreement, or decree of any court undertaking to which a Borrower is a party or other Governmental Authority binding on any Borrower, (ii) conflict with, result in by which a breach of, Borrower or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, its property is bound; (iii) result neither Borrower has any subsidiaries or other investments in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowerother persons, other than Permitted Liens, or except as set forth on PART I OF EXHIBIT B; (iv) require each Borrower, to date, is in compliance in all material respects with all laws, rules and regulations applicable to it, including laws, rules or regulations concerning the environment, occupational health and safety and pensions or other employee benefits; moreover, going forward from the date of this Agreement, Borrowers will give written notice to the Bank within ten (10) days of receipt by either Borrower of notice of non-compliance from any approval of regulatory agency or governmental entity; (v) there is no litigation or investigation pending against a Borrower (or, so far as Borrowers are aware, threatened nor is there any basis therefor) which, if it were decided adversely to a Borrower, would reasonably be likely to have a material adverse effect on such Borrower, such Borrower's shareholdersfinancial or operational condition or such Borrower's prospects (taking into account any insurance coverage that has been acknowledged by the insurer); (vi) other than debt set forth on PART II OF EXHIBIT B, partnersneither Borrower is indebted to any other person for money borrowed nor has either Borrower issued any guaranty of payment or performance by any other person, except as set forth on PART II OF EXHIBIT B; (vii) since October 31, 2000, there has been no material adverse change in Borrowers' business, Borrowers' financial or members operational condition or any approval or consent of any Person under any material contractual obligation of any Borrower; Borrowers' business prospects; and (cviii) The execution, deliveryeach Borrower is, and performance by each Borrower of after giving effect to the initial loans under this Amendment Agreement and the Loan Documents to which it is a party, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by application of the proceeds of such loans each Borrower will be the legally valid be, solvent and binding obligations of has sufficient revenues to pay such Borrower, enforceable against each Borrower in accordance 's obligations as they come due and adequate capital with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating which to or limiting creditors' rights generally; and (e) No Default or Event of Default is existingconduct such Borrower's business.

Representations and Warranties of Borrowers. Each In consideration of the execution and delivery of this Amendment by Agent and the Lenders, each Borrower hereby represents and warrants to in favor of the Agent and the Lenders Lender Group as follows: (a) Each Borrower is a corporation: As to each Borrower, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each such Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporateaction on the part of such Borrower; As to each Borrower, limited liability companythe execution, or partnership action delivery, and performance by such Borrower of this Amendment do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such any 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 BorrowerBorrower (including any of the Senior Note Documents), (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, members or members shareholders or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) , other than any consent or approval that has been obtained and remains in full force and effect; The execution, delivery, and performance by each such 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment , other than any consent or approval that has been obtained and remains in full force and effect; As to each other Borrower, the Loan Document Documents to which each such Borrower is a partyparty (including, without limitation, the Credit Agreement, this Amendment and all other documents contemplated hereby and therebyhereby), when executed and delivered by each Borrower such Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against each such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existingexists under the Credit Agreement or the other Loan Documents; and As of the slate hereof, all representations and warranties of Borrowers set forth in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects, except to the extent such representation or warranty expressly relates to an earlier date (in which case such statement was true and correct in all material respects on and as of such earlier date).

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, ’s corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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 ’s shareholders, partners, or members or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) As of the date hereof, the holders of the Subordinated Notes (or the trustee on behalf of the holders of the Subordinated Notes) have not exercised any remedies against any Loan Party with respect to the Specified Events of Default or given notice of default pursuant to Section 6.01(c) of the Indenture with respect to the Specified Events of Default; (e) The financial statements attached hereto as Exhibit A have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the dates indicated therein; (f) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and therebyhereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; and (eg) No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower represents Borrowers represent, warrant and warrants covenant to the Agent and Lenders as of the Lenders date hereof as follows: (ai) Each Borrower is a corporationThis Amendment No. 2 has been duly executed and delivered by the Borrowers and each applicable Loan Party and constitutes legal, limited liability companyvalid and binding obligations of the applicable Loan Party, or limited partnership organized or formedenforceable in accordance with its terms, except as the case enforceability thereof may bebe limited by bankruptcy, validly existing and in good standing under the insolvency or other similar laws of general application relating to or affecting the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;enforcement of creditors’ rights or by general principal of equity. (bii) The execution, delivery, delivery and performance by each Borrower Borrowers of this Amendment No. 2 and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, any other agreements or partnership authority, instruments required hereunder (x) have been duly authorized by all necessary corporateauthorized, limited liability company, or partnership action and do are not and will not (i) violate in conflict with nor constitute a breach of any provision of federalthe Borrowers’ organizational documents and (y) do not (1) require any authorization, stateconsent or approval by any Governmental Authority, in each case other than has already been obtained or local given will have been obtained or given prior to the time when required, (2) conflict with or result in a breach of any law or regulation applicable to such Borrowerregulation, the Governing Documents of any Borrower, or any order, judgmentwrit, injunction or decree of any court or other Governmental Authority binding on any BorrowerAuthority, (ii) except where such conflict with, result in or resulting breach would not reasonably be expected to cause 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 LiensMaterial Adverse Effect, or (iv3) require any approval of any Borrower's shareholdersthe approval, partners, or members or any approval authorization or consent of any trustee or holder of any indebtedness or obligation of Borrowers or of any other Person under any material contractual obligation of agreement, contract, lease or license or similar document or instrument to which any Borrower;Loan Party is a party or by which any Loan Party is bound. (ciii) The execution, delivery, representations and performance by each Borrower of this Amendment and warranties contained in the Loan Documents to which it is a party, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment Agreement and each other Loan Document are true and correct in all material respects (without duplication of materiality qualifiers therein) (or to which each Borrower is a partythe extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties are true and correct in all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations material respects (without duplication of materiality qualifiers therein) as of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; andearlier date). (eiv) No event has occurred and is continuing that constitutes a Default or an Event of Default is existingDefault.

Representations and Warranties of Borrowers. Each In order to induce the Lenders and the Agent to enter into this Amendment, each Borrower represents and warrants to each Lender and the Agent that the following statements are true, correct and the Lenders as followscomplete: (ai) Each the Borrower is a corporationhas the power and authority, limited liability companyand the legal right, or limited partnership organized or formedto make, as the case may be, validly existing deliver and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Changeperform its obligations this Amendment; (bii) The the Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment; (iii) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect; (iv) the execution, delivery and performance by each Borrower of this Amendment and the Loan Documents will not violate any Applicable Law or violate, contravene or conflict with any contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it the Borrowers or any other Loan Party is a partyparty or by which the Borrowers or any other Loan Party may be bound (a "Contractual Obligation"), as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, or partnership action and do not and will not (i) violate any provision of federal, stateresult in, or local law or regulation applicable to such Borrowerrequire, 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 on any of their respective prope1ties or revenues pursuant to 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 such Applicable Law or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Contractual Obligation; (cv) The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when has been duly executed and delivered by each the Borrower will be and is the legally legal, valid and binding obligations of such the Borrower, enforceable against each the Borrower in accordance with their respective its terms, except as enforcement enforceability may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating to or limiting affecting the enforcement of creditors' rights generallygenerally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (vi) the representations and warranties contained in Section 6 of the Credit Agreement are and will be true and correct in all material respects on and as of the date hereof and the Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; and (evii) No no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute a Default or Event of Default is existingDefault.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The Recitals in this Amendment are true and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and correct in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;respects. (b) The execution, delivery, All representations and performance by warranties of each Borrower of this Amendment in the Loan Agreement and in the other Loan Documents to which it each Borrower is a partyparty are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, as amended herebyexcept to the extent that any such representation or warranty expressly relates to an earlier date. (c) After giving effect to this Amendment, are within such Borrower's corporateno Event of Default or Unmatured Event of Default has occurred and is continuing. (d) Each Borrower has the power, limited liability company, or partnership authority, have and has been duly authorized by all necessary corporaterequisite action, to execute and deliver this Amendment. This Amendment has been duly executed by each Borrower. (e) This Amendment is the legal, valid and binding obligation of each Borrower, enforceable against each Borrower and each of the other Borrowers in accordance with their respective terms, except as such enforceability may be limited liability companyby any applicable bankruptcy, insolvency, reorganization, moratorium, or partnership action similar law affecting creditors’ rights generally. (f) The execution, delivery and performance of this Amendment do not and will not (i) violate any provision law, rule, regulation or court order to which any 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, Borrowers is subject; (ii) conflict with, with or result in a breach ofof the certificate of formation or incorporation, bylaws, limited liability company agreement or constitute (with due notice or lapse of time or both) a default under any material contractual obligation other organizational documents of any Borrower, 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 or require the creation or imposition of any Lien on any property of any nature whatsoever upon any properties of the Borrowers, whether now owned or assets of any Borrowerhereafter acquired, other than Permitted LiensLiens in favor of the Bank. (g) No consent or authorization of, filing with or (iv) require any approval of any Borrower's shareholders, partners, other act by or members or any approval or consent in respect of any Person under any material contractual obligation of any Borrower; (c) The is required in connection with the execution, delivery, and delivery or performance by each Borrower of the Borrowers, or the validity or enforceability, 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, consentAmendment, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person;the consummation of the transactions contemplated hereby. (dh) This Amendment and each other Loan Document to which each Borrower is The Fruit Juice Acquisition has been consummated in a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be manner consistent with the legally valid and binding obligations terms of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existingthe Fruit Juice Purchase Agreement.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to that, as of the Agent and the Lenders as followsdate hereof: (a) Each Borrower has the right and power and is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing duly authorized to enter into this Amendment and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions agreements executed in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Changeconnection herewith; (b) The execution, delivery, delivery and performance by each Borrower Borrowers of this Amendment and the Loan Documents other agreements to which it each Borrower is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, party (i) have been duly authorized by all necessary corporate, limited liability company, or partnership action and on its part; (ii) do not and will not (i) not, by the lapse of time, giving of notice or otherwise, violate any provision the provisions of federal, statethe terms of its Certificate of Incorporation or By-Laws, or local law of any mortgage, indenture, security agreement, contract, undertaking or regulation applicable other agreement to such Borrowerwhich 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 Governing Documents giving of notice or otherwise, contravene any Borrower, governmental restriction to which a Borrower or any orderof its properties may be subject; and (iv) do not and will not, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict withexcept as contemplated in the Loan Agreement, 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 lien, charge, security interest or encumbrance upon any of a Borrower’s properties under any indenture, mortgage, deed of trust, loan or assets of any Borrower, credit agreement or other than Permitted Liens, agreement or (iv) require any approval of any Borrower's shareholders, partners, instrument to which a Borrower is a party or members which purports to be binding on a Borrower or any approval or consent of any Person under any material contractual obligation of any Borrowerits properties; (c) The No consent, license, registration or approval of any governmental authority bureau or agency is required in connection with the execution, delivery, and performance by each Borrower performance, validity or enforceability 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person;agreements executed by Borrowers in connection herewith; and (d) This Amendment and each the other Loan Document to which agreements executed by each Borrower is a party, and all other documents contemplated hereby and thereby, when in connection herewith have been duly executed and delivered by each Borrower will be the legally valid Borrowers and binding obligations of such Borrower, are enforceable against each Borrower Borrowers in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and. (e) No Default or Event of Default is existingexists under the Loan Agreement.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to warrants, as of the Agent and the Lenders as follows: date hereof, that (a) Each Borrower is a corporationduly organized and validly existing, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; state of its organization; (b) The the execution, delivery, delivery and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, Documents: (1) have been duly authorized by all necessary corporatecorporate action on the part of Borrower, limited liability company(2) do not require the approval of any stockholder, partner, member, trustee, or partnership action holder of any Obligations of Borrower except such as have been duly obtained, and (3) do not and will not (i) violate contravene any provision of federallaw, stategovernmental rule, regulation or local law or regulation applicable to such Borrower, the Governing Documents of any order now binding on Borrower, or any orderthe charter, judgmentby-laws or organizational documents of Borrower, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach contravene the provisions of, or constitute (with due notice a Default under, 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 or encumbrance upon the property of Borrower under, any nature whatsoever upon any properties indenture, mortgage, contract or assets of any Borrower, other than Permitted Liens, agreement to which Borrower is a party or (iv) require any approval of any Borrower's shareholders, partners, by which it or members or any approval or consent of any Person under any material contractual obligation of any Borrower; its property is bound; (c) The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a partyDocuments, as amended herebywhen entered into, do not will constitute legal, valid and will not require any registration with, consent, or approval of, or notice to, or other action binding Obligations of Borrower enforceable against Borrower in accordance with or by, any Governmental Authority or other Person; the terms thereof; (d) This Amendment and each other Loan Document than as noted in the Opinion of Counsel, there are no pending actions or proceedings to which each Borrower is a party, and all there are no other documents contemplated hereby and therebypending or threatened actions or proceedings of which Borrower has knowledge, when executed and delivered by each Borrower will be before any court, arbitrator or administrative agency, in any such case which, either individually or in the legally valid and binding obligations of such aggregate, would have a material adverse effect on Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or Event for the payment of Default is existing.any Installments under any agreement which, either individually or in the aggregate, would have a material adverse effect on

Representations and Warranties of Borrowers. Each In order to induce the Lenders and Administrative Agent to enter into this Amendment, each Borrower represents and warrants to each Lender and Administrative Agent that the Agent following statements are true, correct and the Lenders as followscomplete: (ai) Each Borrower is a corporationeach of the Borrowers has the power and authority, limited liability companyand the legal right, or limited partnership organized or formedto make, as the case may be, validly existing deliver and in good standing perform its obligations under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse ChangeCredit Agreement as amended by this Amendment; (bii) The each of the Borrowers has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment; (iii) no consent or authorization of, filing with, notice to, or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect; (iv) the execution, delivery and performance by each Borrower of this Amendment and the Loan Documents will not violate any Requirement of Law or violate, contravene or conflict with any contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it the Borrowers or any of their Material Subsidiaries is a partyparty or by which the Borrowers or any of their Material Subsidiaries may be bound (a “Contractual Obligation”), as amended herebyexcept for any such violation which could not reasonably be expected to have a Material Adverse Effect, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, or partnership action and do not and will not (i) violate any provision of federal, stateresult in, or local law or regulation applicable to such Borrowerrequire, 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 on any of any nature whatsoever upon any their respective properties or assets revenues pursuant to any Requirement of any Borrower, other than Permitted Liens, or (iv) require any approval of any Borrower's shareholders, partners, or members Law or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Contractual Obligation; (cv) The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when has been duly executed and delivered by each Borrower will be the legally Borrowers and is the legal, valid and binding obligations of such Borrowerthe Borrowers, enforceable against each Borrower the Borrowers in accordance with their respective terms, except as enforcement enforceability may be limited by equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws relating affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (vi) the representations and warranties contained in Section 6 of the Credit Agreement and in the other Loan Documents are and will be true and correct in all material respects on and as of the date hereof and the Amendment Effective Date to or limiting creditors' rights generallythe same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; and (evii) No no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute a Default or Event of Default is existingDefault.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) : Each Borrower is a corporation, limited liability company, corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) ; The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, Consent are within such Borrower's corporate, limited liability company, corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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) ; The execution, delivery, and performance by each Borrower of this Amendment Consent and the Loan Documents to which it is a party, Purchase Agreement (as amended hereby, applicable) do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) ; This Amendment and each other Loan Document to which each Borrower is a party, Consent and all other documents contemplated hereby and therebyhereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) and No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The Recitals in this Amendment are true and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and correct in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;respects. (b) The execution, delivery, All representations and performance by warranties of each Borrower of this Amendment in the Loan Agreement and in the other Loan Documents to which it each Borrower is a partyparty are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, as amended herebyexcept to the extent that any such representation or warranty expressly relates to an earlier date. (c) Other than the Subject Default, are within such Borrower's corporateno Event of Default or Unmatured Event of Default has occurred and is continuing. (d) Each Borrower has the power, limited liability company, or partnership authority, have and has been duly authorized by all necessary corporaterequisite action, to execute and deliver this Amendment. This Amendment has been duly executed by each Borrower. (e) This Amendment is the legal, valid and binding obligation of each Borrower, enforceable against each Borrower and each of the other Borrowers in accordance with their respective terms, except as such enforceability may be limited liability companyby any applicable bankruptcy, insolvency, reorganization, moratorium, or partnership action similar law affecting creditors’ rights generally. (f) The execution, delivery and performance of this Amendment do not and will not (i) violate any provision law, rule, regulation or court order to which any 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, Borrowers is subject; (ii) conflict with, with or result in a breach ofof the certificate of formation or incorporation, bylaws, limited liability company agreement or constitute (with due notice or lapse of time or both) a default under any material contractual obligation other organizational documents of any Borrower, 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 or require the creation or imposition of any Lien on any property of any nature whatsoever upon any properties of the Borrowers, whether now owned or assets of any Borrowerhereafter acquired, other than Permitted LiensLiens in favor of the Bank. (g) No consent or authorization of, filing with or (iv) require any approval of any Borrower's shareholders, partners, other act by or members or any approval or consent in respect of any Person under any material contractual obligation of any Borrower; (c) The is required in connection with the execution, delivery, and delivery or performance by each Borrower of the Borrowers, or the validity or enforceability, 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, consentAmendment, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents the consummation of the transactions contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existinghereby.

Representations and Warranties of Borrowers. Each In consideration of the execution and delivery of this Amendment by Agent and the Lenders, each Borrower hereby represents and warrants to in favor of the Agent and the Lenders Lender Group as follows: (a) Each Borrower is a corporationAs to each Borrower, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each such Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporateaction on the part of such Borrower; (b) As to each Borrower, limited liability companythe execution, or partnership action delivery, and performance by such Borrower of this Amendment do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such any 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 BorrowerBorrower (including any of the Senior Note Documents), (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, ’s members or members shareholders or any approval or consent of any Person under any material contractual obligation of any Borrower, other than any consent or approval that has been obtained and remains in full force and effect; (c) The execution, delivery, and performance by each such 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than any consent or approval that has been obtained and remains in full force and effect; (d) This Amendment and As to each other Borrower, the Loan Document Documents to which each such Borrower is a partyparty (including, without limitation, the Credit Agreement, this Amendment and all other documents contemplated hereby and therebyhereby), when executed and delivered by each Borrower such Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against each such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; and; (e) No Default or Event of Default is existingexists under the Credit Agreement or the other Loan Documents; and (f) As of the date hereof, all representations and warranties of Borrowers set forth in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects, except to the extent such representation or warranty expressly relates to an earlier date (in which case such statement was true and correct in all material respects on and as of such earlier date).

Representations and Warranties of Borrowers. Borrowers hereby represent and warrant to the Lenders and the Agent that: 5.1. Each representation and warranty set forth in Section 9 of the Loan Agreement is hereby restated and affirmed as true and correct in all material respects as of the date hereof (except to the extent that any such representations or warranties relate to an earlier specific date or dates); 5.2. Each Borrower represents has the power and warrants authority to the Agent enter into this Amendment and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure agreements contemplated hereby, and to do all acts and things as are required or contemplated hereunder to be so qualified reasonably could be expected to constitute a Material Adverse Changedone, observed and performed by such Borrower; (b) The execution, delivery, and performance by each Borrower 5.3. Each of this Amendment and the Loan Documents all other agreements to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have be executed by each Borrower and contemplated hereby has been duly authorized (by all necessary corporate, corporate and limited liability company, or partnership company action and do not otherwise), validly executed and will not (i) violate any provision delivered by Borrowers and constitutes the legal, valid and binding obligations of federal, state, or local law or regulation applicable to such each 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 enforceable against it in a breach of, or constitute (accordance 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 Borrowerits terms; (c) 5.4. The execution, delivery, execution and performance by each Borrower delivery of this Amendment and the Loan Documents all other agreements to which it is a party, as amended hereby, 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 registration withgovernmental authority, consentnor 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 approval ofany judgment, order, or notice toindenture, instrument, agreement, or other action with or byundertaking, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each any Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles party or by bankruptcywhich any Borrower or its assets or properties are or may become bound; 5.5. Neither the execution nor the performance of the Amended DB Lease Agreement violates, insolvency, reorganization, moratoriumconflicts with, or similar laws relating to causes a default under the Senior Second Lien Note Indenture or limiting creditors' rights generallyany other Senior Second Lien Note Document; and (e) 5.6. No Default or Event of Default has occurred and is existingcontinuing on the date hereof.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) : Each Borrower is a corporation, limited liability company, corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) ; The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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) ; The execution, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) ; This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and therebyhereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) and No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each In consideration of the execution and delivery of this Consent by Agent and the Lenders, each Borrower hereby represents and warrants to the in favor of Agent and the Lenders as follows: (a) Each Borrower is a corporationas to each Borrower, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each such Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, Consent have been duly authorized by all necessary corporateaction on the part of such Borrower; (b) as to each Borrower, limited liability companythe execution, or partnership action delivery, and performance by such Borrower of this Consent do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such any 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 BorrowerBorrower (including any of the Senior Note Documents), (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, ’s members or members shareholders or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) The the execution, delivery, and performance by each such Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, Consent do not and will not require any registration with, consent, consent or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than any consent or approval that has been obtained and remains in full force and effect; (d) This Amendment and as to each other Borrower, the Loan Document Documents to which each such Borrower is a partyparty (including, without limitation, the Loan Agreement, this Consent and all other documents contemplated hereby and therebyhereby), when executed and delivered by each Borrower such Borrower, will be the legally valid and binding obligations of such Borrower, enforceable against each such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; and; (e) No no Default or Event of Default is existing.exists under the Loan Agreement or the other Loan Documents; and

Representations and Warranties of Borrowers. Each In order to induce each Lender to enter into this Amendment, each Canadian Borrower represents and warrants to each Lender with respect to the Agent following matters applicable to it and its Subsidiaries that, and the Lenders as followsUS Borrower represents and warrants to each Lender with respect to all of the following matters that: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The representations and warranties contained in good standing under the laws Article VII of the jurisdiction indicated on Original Agreement and the signature pages hereto other Loan Documents made by it are true and correct in all other jurisdictions in which material respects on and as of the failure Effective Date, except to be so qualified reasonably could be expected the extent that such representations and warranties specifically refer to constitute a Material Adverse Change;an earlier date. (b) Each Borrower is duly authorized to execute and deliver this Amendment and is duly authorized to borrow monies and to perform its obligations under the Original Agreement. Each Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the obligations of such Borrower hereunder. (c) The execution, delivery, execution and performance delivery by each Borrower of this Amendment Amendment, the performance by such Borrower of its obligations hereunder and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, or partnership action and consummation of the transactions contemplated hereby do not and will not (i) violate conflict with any provision of federal(A) any Law, state, or local law or regulation applicable to (B) the Organizational Documents of such Borrower, the Governing Documents of or (C) any Borrower, or any orderagreement, judgment, license, order or decree of any court permit applicable to or other Governmental Authority binding on any Borrowerupon such Borrower unless such conflict would not reasonably be expected to have a Material Adverse Effect, or (ii) conflict with, result in the acceleration of any Indebtedness of Borrowers which would reasonably be expected to have a breach ofMaterial Adverse Effect, 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 assets or properties of such Borrower which would reasonably be expected to have a Material Adverse Effect, except as expressly contemplated or assets permitted in the Loan Documents. Except as expressly contemplated in the Loan Documents, no consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Borrower of this Amendment or to consummate any Borrowertransactions contemplated by this Amendment, other than Permitted Liens, or (iv) require any approval of any Borrower's shareholders, partners, or members or any approval or unless failure to obtain such consent of any Person under any material contractual obligation of any Borrower;would not reasonably be expected to have a Material Adverse Effect. (cd) The executionWhen duly executed and delivered, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, Original Agreement (as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (dby this Amendment) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid a legal and binding obligations obligation of such each Borrower, enforceable against each Borrower in accordance with their respective its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; andDebtor Relief Laws. (e) No event has occurred since the date of the most recent audited financial statements of the US Borrower delivered pursuant to Section 8.02(a) of the Original Agreement that has had, or could reasonably be expected to have, a Material Adverse Effect (f) No Default or Event of Default is existingexists on the Effective Date.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The Recitals in this Amendment are true and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and correct in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;respects. (b) The execution, delivery, All representations and performance by warranties of each Borrower of this Amendment in the Loan Agreement and in the other Loan Documents to which it each Borrower is a partyparty are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, as amended herebyexcept to the extent that any such representation or warranty expressly relates to an earlier date. (c) No Event of Default or Default has occurred and is continuing. (d) Each Borrower has the power, are within such Borrower's corporate, limited liability company, or partnership authority, have and has been duly authorized by all necessary corporaterequisite action, to execute and deliver this Amendment. This Amendment has been duly executed by each Borrower. (e) This Amendment is the legal, valid and binding obligation of each Borrower, enforceable against each Borrower and each of the other Borrowers in accordance with their respective terms, except as such enforceability may be limited liability companyby any applicable bankruptcy, insolvency, reorganization, moratorium, or partnership action similar law affecting creditors’ rights generally. (f) The execution, delivery and performance of this Amendment do not and will not (i) violate any provision law, rule, regulation or court order to which any 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, Borrowers is subject; (ii) conflict with, with or result in a breach ofof the certificate of formation or incorporation, bylaws, limited liability company agreement or constitute (with due notice or lapse of time or both) a default under any material contractual obligation other organizational documents of any Borrower, 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 or require the creation or imposition of any Lien on any property of any nature whatsoever upon any properties of the Borrowers, whether now owned or assets of any Borrowerhereafter acquired, other than Permitted LiensLiens in favor of the Lender. (g) No consent or authorization of, filing with or (iv) require any approval of any Borrower's shareholders, partners, other act by or members or any approval or consent in respect of any Person under any material contractual obligation of any Borrower; (c) The is required in connection with the execution, delivery, and delivery or performance by each Borrower of the Borrowers, or the validity or enforceability, 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, consentAmendment, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents the consummation of the transactions contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existinghereby.

Representations and Warranties of Borrowers. Each In consideration of the execution and delivery of this Amendment by Agent and the Lenders, each Borrower and each Guarantor (Borrowers and Guarantors are referred to hereinafter collectively as the “Loan Parties” and each as a “Loan Party”) hereby represents and warrants to the in favor of Agent and the Lenders as follows: (a) Each Borrower is a corporationas to each Loan Party, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each Borrower such Loan Party of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporateaction on the part of such Loan Party; (b) as to each Loan Party, limited liability companythe execution, or partnership action delivery, and performance by such Loan Party of this Amendment do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such BorrowerLoan Party, the Governing Documents of any BorrowerLoan Party, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrowersuch Loan Party, (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 such Loan Party (including any Borrowerof the Senior Note Documents), (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrowersuch Loan Party, other than Permitted Liens, or (iv) require any approval of any Borrower's shareholders, partners, such Loan Party’s members or members shareholders or any approval or consent of any Person under any material contractual obligation of any Borrowersuch Loan Party; (c) The the execution, delivery, and performance by each Borrower such Loan Party 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, consent or approval of, or notice to, or other action with or by, any Governmental Authority or other Person, other than any consent or approval that has been obtained and remains in full force and effect; (d) This Amendment and as to each other Loan Document Party, the Loan Documents to which each Borrower such Loan Party is a partyparty (including, without limitation, the Loan Agreement, this Amendment and all other documents contemplated hereby and therebyhereby), when executed and delivered by each Borrower such Loan Party, will be the legally valid and binding obligations of such BorrowerLoan Party, enforceable against each Borrower such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; and; (e) No no Default or Event of Default is existingexists under the Loan Agreement or the other Loan Documents; and LEGAL_US_W # 58344626.9 (f) as of the date hereof, all representations and warranties of each Loan Party set forth in the Loan Agreement and the other Loan Documents are true, correct and complete in all material respects, except to the extent such representation or warranty expressly relates to an earlier date (in which case such statement was true and correct on and as of such earlier date).

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The Recitals in this Amendment are true and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and correct in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;respects. (b) The execution, delivery, All representations and performance by warranties of each Borrower of this Amendment in the Loan Agreement and in the other Loan Documents to which it each Borrower is a partyparty are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, as amended herebyexcept to the extent that any such representation or warranty expressly relates to an earlier date. (c) Other than the Subject Defaults, are within such Borrower's corporateno Event of Default or Unmatured Event of Default has occurred and is continuing. (d) Each Borrower has the power, limited liability company, or partnership authority, have and has been duly authorized by all necessary corporaterequisite action, to execute and deliver this Amendment. This Amendment has been duly executed by each Borrower. (e) This Amendment is the legal, valid and binding obligation of each Borrower, enforceable against each Borrower and each of the other Borrowers in accordance with their respective terms, except as such enforceability may be limited liability companyby any applicable bankruptcy, insolvency, reorganization, moratorium, or partnership action similar law affecting creditors’ rights generally. (f) The execution, delivery and performance of this Amendment do not and will not (i) violate any provision law, rule, regulation or court order to which any 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, Borrowers is subject; (ii) conflict with, with or result in a breach ofof the certificate of formation or incorporation, bylaws, limited liability company agreement or constitute (with due notice or lapse of time or both) a default under any material contractual obligation other organizational documents of any Borrower, 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 or require the creation or imposition of any Lien on any property of any nature whatsoever upon any properties of the Borrowers, whether now owned or assets of any Borrowerhereafter acquired, other than Permitted LiensLiens in favor of the Lender. (g) No consent or authorization of, filing with or (iv) require any approval of any Borrower's shareholders, partners, other act by or members or any approval or consent in respect of any Person under any material contractual obligation of any Borrower; (c) The is required in connection with the execution, delivery, and delivery or performance by each Borrower of the Borrowers, or the validity or enforceability, 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, consentAmendment, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents the consummation of the transactions contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existinghereby.

Representations and Warranties of Borrowers. Each In order to induce each Lender to enter into this Amendment, each Borrower jointly and severally represents and warrants to the Agent and the Lenders as followseach Lender that: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The representations and warranties contained in good standing under the laws Article V of the jurisdiction indicated on Original Agreement are true and correct at and as of the signature pages hereto time of the effectiveness hereof, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;Administrative Agent. (b) The execution, delivery, Such Borrower is duly authorized to execute and performance by each 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 Loan Documents to which it is a partyperformance of the obligations of such Borrower hereunder. (c) The execution and delivery by such Borrower of this Amendment, as amended hereby, are within the performance by such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, or partnership action Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not (i) violate conflict with any provision of federal(1) any Law, state, or local law or regulation applicable to (2) the organizational documents of such Borrower, the Governing Documents of or (3) any material agreement, judgment, license, order or permit applicable to or binding upon such 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 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 nature whatsoever upon any properties Tribunal or assets third party is required in connection with the execution and delivery by such Borrower of any Borrower, other than Permitted Liens, this Amendment 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;to consummate the transactions contemplated hereby. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT] (cd) The executionWhen duly executed and delivered, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower Credit Agreement will be the legally valid a legal and binding obligations obligation of such Borrower, enforceable against each Borrower in accordance with their respective its terms, except as limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement may be limited of creditors’ rights and by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existinggeneral application.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The Recitals in this Amendment are true and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and correct in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;respects. (b) The execution, delivery, All representations and performance by warranties of each Borrower of this Amendment in the Loan Agreement and in the other Loan Documents to which it each Borrower is a partyparty are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, as amended herebyexcept to the extent that any such representation or warranty expressly relates to an earlier date. (c) No Event of Default or Default has occurred and is continuing. (d) Each Borrower has the power, are within such Borrower's corporate, limited liability company, or partnership authority, have and has been duly authorized by all necessary corporaterequisite action, to execute and deliver this Amendment. This Amendment has been duly executed by each Borrower. (e) This Amendment is the legal, valid and binding obligation of each Borrower, enforceable against each Borrower and each of the other Borrowers in accordance with their respective terms, except as such enforceability may be limited liability companyby any applicable bankruptcy, insolvency, reorganization, moratorium, or partnership action similar law affecting creditors' rights generally. (f) The execution, delivery and performance of this Amendment do not and will not (i) violate any provision law, rule, regulation or court order to which any 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, Borrowers is subject; (ii) conflict with, with or result in a breach ofof the certificate of formation or incorporation, bylaws, limited liability company agreement or constitute (with due notice or lapse of time or both) a default under any material contractual obligation other organizational documents of any Borrower, 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 or require the creation or imposition of any Lien on any property of any nature whatsoever upon any properties of the Borrowers, whether now owned or assets of any Borrowerhereafter acquired, other than Permitted LiensLiens in favor of the Lender. (g) No consent or authorization of, filing with or (iv) require any approval of any Borrower's shareholders, partners, other act by or members or any approval or consent in respect of any Person under any material contractual obligation of any Borrower; (c) The is required in connection with the execution, delivery, and delivery or performance by each Borrower of the Borrowers, or the validity or enforceability, 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, consentAmendment, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents the consummation of the transactions contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existinghereby.

Representations and Warranties of Borrowers. Each Borrower represents Borrowers represent, warrant and warrants covenant to Lender as of the Agent and the Lenders date hereof as follows: (ai) Each Borrower is a corporationThis Amendment No. 1 has been duly executed and delivered by the Borrowers and each applicable Loan Party and constitutes legal, limited liability companyvalid and binding obligations of the applicable Loan Party, or limited partnership organized or formedenforceable in accordance with its terms, except as the case enforceability thereof may bebe limited by bankruptcy, validly existing and in good standing under the insolvency or other similar laws of general application relating to or affecting the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;enforcement of creditors’ rights or by general principal of equity. (bii) The execution, delivery, delivery and performance by each Borrower Borrowers of this Amendment No. 1 and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, any other agreements or partnership authority, instruments required hereunder (x) have been duly authorized by all necessary corporateauthorized, limited liability company, or partnership action and do are not and will not (i) violate in conflict with nor constitute a breach of any provision of federalthe Borrowers’ organizational documents and (y) do not (1) require any authorization, stateconsent or approval by any Governmental Authority, in each case other than has already been obtained or local given will have been obtained or given prior to the time when required, (2) conflict with or result in a breach of any law or regulation applicable to such Borrowerregulation, the Governing Documents of any Borrower, or any order, judgmentwrit, injunction or decree of any court or other Governmental Authority binding on any BorrowerAuthority, (ii) except where such conflict with, result in or resulting breach would not reasonably be expected to cause 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 LiensMaterial Adverse Effect, or (iv3) require any approval of any Borrower's shareholdersthe approval, partners, or members or any approval authorization or consent of any trustee or holder of any indebtedness or obligation of Borrowers or of any other Person under any material contractual obligation of agreement, contract, lease or license or similar document or instrument to which any Borrower;Loan Party is a party or by which any Loan Party is bound. (ciii) The execution, delivery, representations and performance by each Borrower of this Amendment and warranties contained in the Loan Documents to which it is a party, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment Agreement and each other Loan Document are true and correct in all material respects (without duplication of materiality qualifiers therein) (or to which each Borrower is a partythe extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties are true and correct in all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations material respects (without duplication of materiality qualifiers therein) as of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; andearlier date). (eiv) No event has occurred and is continuing that constitutes a Default or an Event of Default is existingDefault.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing The Recitals in this Amendment are true and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and correct in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;respects. (b) The execution, delivery, All representations and performance by warranties of each Borrower of this Amendment in the Loan Agreement and in the other Loan Documents to which it each Borrower is a partyparty are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, as amended herebyexcept to the extent that any such representation or warranty expressly relates to an earlier date. (c) After giving effect to this Amendment, are within such no Event of Default or Unmatured Event of Default has occurred and is continuing. (d) Each Borrower has the power, and requisite action, to execute and deliver this Amendment. executed by each Borrower's corporate, limited liability company, or partnership authority, have . has been duly authorized by all necessary corporateThis Amendment has been duly (e) This Amendment is the legal, valid and binding obligation of each Borrower, enforceable against each Borrower and each of the other Borrowers in accordance with their respective terms, except as such enforceability may be limited liability companyby any applicable bankruptcy, insolvency, reorganization, moratorium, or partnership action similar law affecting creditors’ rights generally. (f) The execution, delivery and performance of this Amendment do not and will not (i) violate any provision law, rule, regulation or court order to which any 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, Borrowers is subject; (ii) conflict with, with or result in a breach ofof the certificate of formation or incorporation, bylaws, limited liability company agreement or constitute (with due notice or lapse of time or both) a default under any material contractual obligation other organizational documents of any Borrower, 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 or require the creation or imposition of any Lien on any property of any nature whatsoever upon any properties of the Borrowers, whether now owned or assets of any Borrowerhereafter acquired, other than Permitted LiensLiens in favor of the Bank. (g) No consent or authorization of, filing with or (iv) require any approval of any Borrower's shareholders, partners, other act by or members or any approval or consent in respect of any Person under any material contractual obligation of any Borrower; (c) The is required in connection with the execution, delivery, and delivery or performance by each Borrower of the Borrowers, or the validity or enforceability, 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, consentAmendment, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents the consummation of the transactions contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existinghereby.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to that, as of the Agent and the Lenders as followsdate hereof: (a) Each Borrower has the right and power and is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing duly authorized to enter into this Amendment and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions agreements executed in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Changeconnection herewith; (b) The execution, delivery, delivery and performance by each Borrower Borrowers of this Amendment and the Loan Documents other agreements to which it each Borrower is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, party (i) have been duly authorized by all necessary corporate, limited liability company, or partnership action and on its part; (ii) do not and will not (i) not, by the lapse of time, giving of notice or otherwise, violate any provision the provisions of federal, statethe terms of its Certificate of Incorporation or By-Laws, or local law of any mortgage, indenture, security agreement, contract, undertaking or regulation applicable other agreement to such Borrowerwhich 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 Governing Documents giving of notice or otherwise, contravene any Borrower, governmental restriction to which a Borrower or any orderof its properties may be subject; and (iv) do not and will not, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict withexcept as contemplated in the Loan Agreement, 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 lien, charge, security interest or encumbrance upon any of a Borrower’s properties under any indenture, mortgage, deed of trust, loan or assets of any Borrower, credit agreement or other than Permitted Liens, agreement or (iv) require any approval of any Borrower's shareholders, partners, instrument to which a Borrower is a party or members which purports to be binding on a Borrower or any approval or consent of any Person under any material contractual obligation of any Borrowerits properties; (c) The No consent, license, registration or approval of any governmental authority bureau or agency is required in connection with the execution, delivery, and performance by each Borrower performance, validity or enforceability 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Personagreements executed by Borrowers in connection herewith; (d) This Amendment and each the other Loan Document to which agreements executed by each Borrower is a party, and all other documents contemplated hereby and thereby, when in connection herewith have been duly executed and delivered by each Borrower will be the legally valid Borrowers and binding obligations of such Borrower, are enforceable against each Borrower Borrowers in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existingexists under the Loan Agreement.

Representations and Warranties of Borrowers. Each Borrower represents and warrants that, as of the date hereof, after giving effect to the Agent consummation of the transactions contemplated hereby and the Lenders as followsother agreements executed in connection herewith: (a) Each Such Borrower has the right and power and is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure duly authorized to be so qualified reasonably could be expected to constitute a Material Adverse Changeenter into this Amendment; (b) The executionNo Event of Default or an event or condition which upon notice, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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 both will constitute an Event 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 BorrowerDefault has occurred and is continuing; (c) The execution, delivery, delivery and performance by each such Borrower of this Amendment (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 Amended Articles of Incorporation or Amended Bylaws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which such Borrower is a party; (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 trust, 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) 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 the Loan Documents to which it is a party, as amended hereby, do not and will not require other agreements executed by any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generallyconnection herewith; and (e) No Default This Amendment executed by any Borrower in connection herewith has been duly executed and delivered by such Borrower and is enforceable against such Borrower in accordance with their terms. (f) All information, reports and other documents heretofore furnished to Agent by each Borrower in connection with the Loan Agreement, as amended by this Amendment, and the Other Agreements are in all material respects complete and correct. Each Borrower has disclosed to Agent every fact of which it has knowledge which would reasonably be expected to materially and adversely affect the business, operations or Event financial condition of Default is existingsuch Borrower or the ability of such Borrower to perform its obligations under the Loan Agreement, as amended by this Amendment, or under any of the Other Agreements.

Representations and Warranties of Borrowers. Each In order to induce each Lender to enter into this Amendment, each Borrower jointly and severally represents and warrants to the Agent and the Lenders as follows:each Lender that: THIRD AMENDED AND RESTATED CREDIT AGREEMENT] (a) Each Borrower is a corporationThe representations and warranties contained in Article V of the Original Agreement are true and correct at and as of the time of the effectiveness hereof, limited liability company, or limited partnership organized or formed, as except to the case may be, validly existing extent that the facts on which such representations and in good standing warranties are based have been changed by the extension of credit under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;Credit Agreement. (b) The execution, delivery, Such Borrower is duly authorized to execute and performance by each 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 Loan Documents to which it is a partyperformance of the obligations of such Borrower hereunder. (c) The execution and delivery by such Borrower of this Amendment, as amended hereby, are within the performance by such Borrower's corporate, limited liability company, or partnership authority, have been duly authorized by all necessary corporate, limited liability company, or partnership action Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not (i) violate conflict with any provision of federal(1) any Law, state, or local law or regulation applicable to (2) the organizational documents of such Borrower, the Governing Documents of or (3) any material agreement, judgment, license, order or permit applicable to or binding upon such 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 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 nature whatsoever upon any properties Tribunal or assets third party is required in connection with the execution and delivery by such Borrower of any Borrower, other than Permitted Liens, this Amendment 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;to consummate the transactions contemplated hereby. (cd) The executionWhen duly executed and delivered, delivery, and 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 approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower Credit Agreement will be the legally valid a legal and binding obligations obligation of such Borrower, enforceable against each Borrower in accordance with their respective its terms, except as limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement may be limited of creditors’ rights and by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) No Default or Event of Default is existinggeneral application.

Representations and Warranties of Borrowers. (a) Authority, Compliance with Laws, Litigation, No Material Adverse Change, Etc. Each Borrower represents and warrants to the Agent and Lenders that: (i) such Borrower’s exact legal name, type of organization, state of organization and organizational identification number are fully and accurately set forth on Item 11 of the Lenders as follows: (a) Each Schedule, and such Borrower is a corporation, limited liability company, or limited partnership duly organized or formed, as the case may be, and validly existing and in good standing under the laws of such state of organization; (ii) the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each Borrower of this Amendment Agreement and the other Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authority’s corporate powers, have been duly authorized by all necessary corporateauthorized, limited liability company, or partnership action and do not and will not (i) violate such Borrower’s constituent documents, any provision of federallaw or regulation, stateincluding without limitation, or local any law or regulation relating to occupational health and safety or protection of the environment, applicable to such Borrower, the Governing Documents of or any Borrowerindenture, agreement, or any order, judgment, undertaking to which such Borrower is a party or decree of any court by which such Borrower or other Governmental Authority binding on any such 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, ’s property is bound; (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) The execution, delivery, and performance by each Borrower of this Amendment Agreement and the other Loan Documents to which it is a party, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each such Borrower is a partyparty constitute valid, binding and all other documents contemplated hereby and thereby, when executed and delivered by each Borrower will be the legally valid and binding enforceable obligations of such Borrower, enforceable against each Borrower in accordance with their respective termsthe terms hereof and thereof, except as enforcement enforceability may be limited by equitable principles or by bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium, moratorium or other similar laws relating applicable to creditors’ rights generally or limiting by generally applicable equitable principles affecting the enforcement of creditors' rights generally’ rights; and (eiv) No Default such Borrower has no subsidiaries or Event other investments in other Persons, except as set forth on Item 12 of Default the Schedule; (v) such Borrower is existingin compliance in all material respects with all laws, rules and regulations applicable to such Borrower, including laws, rules or regulations concerning the environment, occupational health and safety and pensions or other employee benefits, and including the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq.; (vi) except as set forth on Item 13 of the Schedule, there is no litigation or investigation pending against such Borrower (or, so far as such Borrower is aware, threatened) which, if it were decided adversely to such Borrower, could reasonably be expected to have a material adverse effect on such Borrower, such Borrower’s financial or operational condition or such Borrower’s prospects (taking into account any insurance coverage that has been acknowledged by the insurer); (vii) other than debt that is to be repaid from the proceeds of the first advance hereunder, such Borrower is not indebted to any other Person for money borrowed nor has such Borrower issued any guaranty of payment or performance by any other Person, except as set forth on Item 14 of the Schedule; (viii) since the date of the financial statements of such Borrower most recently delivered to Agent, there has been no material adverse change in such Borrower’s business, such Borrower’s financial or operational condition or such Borrower’s business prospects; and (ix) such Borrower is, and after giving effect to the initial loans under this Agreement and the application of the proceeds of such loans such Borrower will be, solvent and has sufficient revenues to pay such Borrower’s obligations as they come due and adequate capital with which to conduct such Borrower’s business.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, Consent are within such Borrower's corporate, limited liability company, ’s corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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 ’s shareholders, partners, or members or any approval or consent of any Person under any material contractual obligation of any Borrower; (c) The execution, delivery, and performance by each Borrower of this Amendment Consent and the Loan Documents to which it is a party, Stock Purchase Agreements (as amended hereby, applicable) do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) This Amendment and each other Loan Document to which each Borrower is a party, Consent and all other documents contemplated hereby and therebyhereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' ’ rights generally; (e) Except for the guarantees described in Sections 6(e) and (f) of the CellStar Asia Stock Purchase Agreement, Parent and its Subsidiaries (other than CellStar Asia and its Subsidiaries) have no obligations with respect to the Indebtedness or other obligations of CellStar Asia, CellStar Taiwan and/or their Subsidiaries; and (ef) No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower represents and warrants to the Agent and the Lenders as follows: (a) : Each Borrower is a corporation, limited liability company, corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) ; The execution, delivery, and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, Consent are within such Borrower's corporate, limited liability company, corporate or partnership authority, have been duly authorized by all necessary corporate, limited liability company, 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 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) ; The execution, delivery, and performance by each Borrower of this Amendment Consent and the Loan Documents to which it is a party, Assignment Agreement (as amended hereby, applicable) do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person; (d) ; This Amendment and each other Loan Document to which each Borrower is a party, Consent and all other documents contemplated hereby and therebyhereby, when executed and delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally; and (e) and No Default or Event of Default is existing.

Representations and Warranties of Borrowers. Each Borrower represents The Borrowers represent and warrants warrant to the Administrative Agent and the Lenders as follows: (a) Each Borrower is a corporation, limited liability company, or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, delivery and performance by each Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, are within such Borrower's corporate, limited liability company, or partnership authorityFirst Amendment, have been duly authorized by all necessary corporatecorporate or other organizational action, limited liability company, or partnership action and do not and will not (a) contravene the terms of any of such Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) violate any provision Contractual Obligation to which such Borrower is a party or affecting such Borrower or the properties of federal, state, such Borrower or local law any of its Subsidiaries or regulation applicable to such Borrower, the Governing Documents of any Borrower, or (ii) any order, judgmentinjunction, writ 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 arbitral award to which such Borrower or consent of any Person under any material contractual obligation of any Borrower; its property is subject; or (c) The execution, delivery, and 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 violate any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person;Law. (db) This First Amendment has been, and each other Loan Document to which each Borrower is a party, and all other documents contemplated hereby and therebyDocument, when delivered hereunder, will have been, duly executed and delivered by each Borrower that is party thereto. This First Amendment constitutes, and each other Loan Document when so delivered will be the legally constitute, a legal, valid and binding obligations obligation of such each Borrower, enforceable against each Borrower that is party thereto in accordance with their respective its terms, except as enforcement may be enforceability is limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws relating to or limiting affecting generally the enforcement of creditors' ’ rights generally; andand except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought. (ec) No Default approval, consent, exemption, authorization, or Event other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution and delivery of, and the performance of Default is existingthe Borrowers’ obligations under the Original Credit Agreement as amended by the First Amendment, except where such approval, consent, exemption, authorization, action, notice or filing has been obtained or made, and except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.