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

Representations and Warranties of the Borrower and the Guarantor. Each of the Borrower and the Guarantor represents and warrants to the Bank as follows: (a) The representations, warranties and covenants of the Borrower and the Guarantor made in the Loan Documents remain true and accurate and are hereby reaffirmed as of the date hereof. (b) Each of the Borrower and the Guarantor has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents and no event of default exists thereunder. (c) Each of the Borrower and the Guarantor is a corporation duly organized, qualified and existing in good standing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the character of the property owned by or the nature of its activities causes such qualification to be necessary. (d) The execution, delivery and performance of this Agreement and the documents relating hereto (the "Amendment Documents") are within the power of the Borrower and the Guarantor and are not in contravention of law, of either of the Borrower's or the Guarantor's Articles of Incorporation, By-laws or the terms of any other documents, agreements or undertaking to which either the Borrower or the Guarantor is a party or by which either the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body or other entity not provided herewith is a prerequisite to the execution, delivery and performance by the Borrower or the Guarantor of the Amendment Documents or any of the documents submitted to the Bank in connection with the Amendment Documents, or upon execution by the Bank to ensure the validity or enforceability thereof. (e) When executed on behalf of the Borrower and the Guarantor, the Amendment Documents will constitute the legally binding obligations of the Borrower and the Guarantor, enforceable in accordance with their terms.

Representations and Warranties of the Borrower and the Guarantor. Each of the Borrower and the Guarantor represents represent and warrants warrant to the Bank as follows: (a) The representations, warranties and covenants of each of the Borrower and the Guarantor made in the Loan Documents Documents, as each may hereinafter be amended or modified, remain true and accurate and are hereby reaffirmed as of the date hereof. (b) Each of the Borrower and the Guarantor has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents Documents, as each may hereinafter be amended or modified, and no event of default exists thereunder. (c) Each of the Borrower and the Guarantor is a corporation duly organized, qualified qualified, and existing in good standing under the laws of the State of New Hampshire and is duly qualified to do business in all other jurisdictions in which the character of the property owned by or the nature of the existing business conducted by such Borrower or Guarantor require its activities causes such qualification to be necessaryas a foreign corporation. (d) The execution, delivery delivery, and performance of this Agreement and the documents relating hereto (the "Amendment Documents") are within the power of each of the Borrower and the Guarantor and are not in contravention of law, of either of the Borrower's or the Guarantor's Articles of Incorporation, By-laws Laws, or the terms of any other documents, agreements agreements, or undertaking to which either the Borrower or the Guarantor is a party or by which either the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body body, or other entity not provided herewith is a prerequisite to the execution, delivery delivery, and performance by the Borrower or and the Guarantor of the Amendment Documents or any of the documents submitted to the Bank in connection with the Amendment DocumentsDocuments to ensure the validity or enforceability thereof, or upon execution by the Bank to ensure the validity or enforceability thereof. (e) When executed on behalf of the Borrower and the Guarantor, the Amendment Documents will constitute the a legally binding obligations obligation of the Borrower and the Guarantor, enforceable in accordance with their terms; provided, that the enforceability of any provisions in the Amendment Documents, or of any rights granted to the Bank pursuant thereto may be subject to and affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and that the right of the Bank to specifically enforce any provisions of the Amendment Documents is subject to general principles of equity.

Representations and Warranties of the Borrower and the Guarantor. Each of the The Borrower and the Guarantor represents represent and warrants warrant to the Bank as follows: (a) The representations, representations and warranties and covenants of the each Borrower and the each Guarantor made in the Loan Documents remain true and accurate and are hereby reaffirmed as of the date hereof. (b) Each of the The Borrower and the Guarantor has have performed, in all material respects, all obligations to be performed by it each of them to date under the Loan Documents and no event of default exists thereunderDocuments. (c) Each of the Borrower and the Guarantor is a corporation duly organized, qualified qualified, and existing in good standing under the laws of the State of New Hampshire and is duly qualified to do business in all other jurisdictions in which the character of the property owned by or the nature of the existing business conducted by such Borrower or Guarantor require its activities causes such qualification to be necessaryas a foreign corporation. (d) The execution, delivery delivery, and performance of this Agreement and the documents relating hereto (the "Amendment Documents") are within the power of the each Borrower and the each Guarantor and are not in contravention of law, of either of the each Borrower's or the Guarantor's Articles of Incorporation, By-laws Laws, or the terms of any other documents, agreements agreements, or undertaking to which either the any Borrower or the any Guarantor is a party or by which either the any Borrower or the any Guarantor is bound. No approval of any person, corporation, governmental body body, or other entity not provided herewith is a prerequisite to the execution, delivery delivery, and performance by the any Borrower or the any Guarantor of the Amendment Documents or any of the documents submitted to the Bank in connection with the Amendment Documents, or upon execution by the Bank Documents to ensure the validity or enforceability thereof. (e) When executed on behalf of the Borrower and the Guarantor, the Amendment Documents will constitute the a legally binding obligations obligation of the Borrower and the Guarantor, enforceable in accordance with their terms; provided, that the enforceability of any provisions in the Amendment Documents, or of any rights granted to the Bank pursuant thereto may be subject to and affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and that the right of the Bank to specifically enforce any provisions of the Amendment Documents is subject to general principles of equity.

Representations and Warranties of the Borrower and the Guarantor. Each of the Borrower and the Guarantor represents represent and warrants warrant to the Bank as follows: (a) The representations, warranties and covenants of each of the Borrower and the Guarantor made in the Loan Documents Documents, as each may hereinafter be amended or modified, remain true and accurate and are hereby reaffirmed as of the date hereof. (b) Each of the Borrower and the Guarantor has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents Documents, as each may hereinafter be amended or modified, and no event of default exists thereunder. (c) Each of the Borrower and the Guarantor is a corporation duly organized, qualified qualified, and existing in good standing under the laws of the State of New Hampshire and is duly qualified to do business in all other jurisdictions in which the character of the property owned by or the nature of the existing <PAGE> business conducted by such Borrower or Guarantor require its activities causes such qualification to be necessaryas a foreign corporation. (d) The execution, delivery delivery, and performance of this Agreement and the documents relating hereto (the "Amendment Documents") are within the power of each of the Borrower and the Guarantor and are not in contravention of law, of either of the Borrower's or the Guarantor's Articles of Incorporation, By-laws Laws, or the terms of any other documents, agreements agreements, or undertaking to which either the Borrower or the Guarantor is a party or by which either the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body body, or other entity not provided herewith is a prerequisite to the execution, delivery delivery, and performance by the Borrower or and the Guarantor of the Amendment Documents or any of the documents submitted to the Bank in connection with the Amendment DocumentsDocuments to ensure the validity or enforceability thereof, or upon execution by the Bank to ensure the validity or enforceability thereof. (e) When executed on behalf of the Borrower and the Guarantor, the Amendment Documents will constitute the a legally binding obligations obligation of the Borrower and the Guarantor, enforceable in accordance with their terms; provided, that the enforceability of any provisions in the Amendment Documents, or of any rights granted to the Bank pursuant thereto may be subject to and affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and that the right of the Bank to specifically enforce any provisions of the Amendment Documents is subject to general principles of equity.

Representations and Warranties of the Borrower and the Guarantor. Each In addition to the representations and warranties set forth in Schedule II, each of the Borrower and the Guarantor represents and warrants to the Bank as follows: (a) The representations, warranties and covenants of the Borrower and the Guarantor made in the Loan Documents remain true and accurate and (i) are hereby reaffirmed as of the date hereof. (b) Each of the Borrower and the Guarantor has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents and no event of default exists thereunder. (c) Each of the Borrower and the Guarantor is a corporation each duly organized, qualified validly existing and existing in good standing under the laws of the State state of New Hampshire and is its organization, (ii) are each duly qualified to do business and in all jurisdictions good standing as a foreign limited liability company or corporation (as applicable) in each other jurisdiction (including Nevada, in the case of the Borrower) in which it owns or leases property or in which the character of the property owned by or the nature conduct of its activities causes such qualification business requires it to so qualify, except where the failure to so qualify would not be reasonably likely to have a Material Adverse Effect, and (iii) has all requisite organizational power and authority (including, without limitation, all governmental licenses, agreements and other approvals) to own and lease and operate its respective properties and to carry on its respective business as now conducted and as proposed to be necessaryconducted. (db) The execution, delivery and performance of this Agreement and the documents relating hereto (the "Amendment Documents") are within the power of by the Borrower and the Guarantor and are not in contravention of law, of either of the Loan Documents to which each of them is a party are within their respective organizational powers, have been duly authorized by all necessary limited liability company or corporate action (as applicable), and do not contravene (i) the Borrower's ’s or the Guarantor's Articles ’s charter, by-laws, articles of Incorporationorganization or incorporation or limited liability company agreement (as applicable), By-laws (ii) any law or the terms of any other documents, agreements contractual restriction binding on or undertaking to which either affecting the Borrower or the Guarantor, (iii) result in the breach of, or constitute a default or require any payment to be made under, any loan agreement, credit agreement, indenture, mortgage, deed of trust, bond, note, lease or other instrument or agreement binding on or affecting the Borrower, the Guarantor is a party or by which either any of their properties, or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or the Guarantor is bound. Guarantor. (c) No authorization or approval of or other action by, and no notice to or filing with, any person, corporation, governmental authority or regulatory body or any other entity not provided herewith third party is a prerequisite to required for (i) the due execution, delivery and performance by the Borrower or the Guarantor of the Amendment Loan Documents to which either of them is a party, or any (ii) the grant by the Borrower of the documents submitted Liens granted by it pursuant to the Bank in connection with the Amendment Documents, or upon execution by the Bank Collateral Documents to ensure the validity or enforceability thereofwhich it is a party. (ed) When The Loan Documents to which the Borrower or the Guarantor are a party have been duly executed on behalf of and delivered by the Borrower and the Guarantor, and are the Amendment Documents will constitute the legally legal, valid and binding obligations of the Borrower and the Guarantor, Guarantor enforceable against the Borrower and the Guarantor in accordance with their respective terms. The “Loan Documents” (as such term is defined in each of the First Loan Agreement and in the Second Loan Agreement, respectively) to which the Borrower or the Guarantor are a party remain in full force and effect, subject to the effect of the Covenants Agreement. (e) Except as set forth in the Guarantor’s most recent 10-K filing with the Securities and Exchange Commission, there is no pending or threatened action or other proceeding affecting the Borrower or the Guarantor before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect, or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note, the Deed of Trust or any other Loan Document to which the Borrower or the Guarantor is a party, or any of the “Loan Documents” as that term is used in the First Loan Agreement and the Second Loan Agreement, or the consummation of any of the transactions contemplated hereby or thereby. (f) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, as defined in Regulation U issued by the Board of Governors of the Federal Reserve System, and no proceeds of any of the Advances will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock. (g) The Guarantor owns all of the issued and outstanding membership interests in the Borrower and is the sole manager of the Borrower. (h) To the best of their knowledge, the Trust Property is in material compliance with all applicable laws, rules, regulations and orders including, without limitation, those relating to use, occupancy, fire, safety and zoning (including those in respect of parking and set-back requirements). To the best of their knowledge, the Trust Property is not the subject of any noted violation of law. To the best of their knowledge, there have been no changes or introductions to, removals from or activites conducted on the Trust Property that would adversely alter or effect the environmental assessment of the Trust Property which was reviewed in connection with the closing under the First Loan Agreement. (i) There have been no exterior changes to the buildings or other improvements located at the Trust Property (and no additions at the Trust Property) other than conversion of a garbage shed to a concrete structure, since the date of the survey certified to the Lender and insured by the Lender’s existing title policy issued in connection with the closing under the First Loan Agreement. (j) The License Agreement and the Sublicense Agreement are unamended and in full force and effect, and there are no defaults thereunder, or events which with the giving of notice and/or the passage of time, could result in a default thereunder. (k) “S&W of Las Vegas, L.L.C.” is the proper legal name of the Borrower and it is a Delaware limited liability company. “The Xxxxx & Wollensky Restaurant Group, Inc.” is the proper legal name of the Guarantor and it is a Delaware Corporation. As of the Effective Date, each of the Borrower and the Guarantor have only those Subsidiaries and Affiliates as are listed on Schedule 4.01(k). (l) To the best of their knowledge, there are no “Events of Default”, or events that with the giving of notice, the passage of time or both, shall become “Events of Default”, existing and/or continuing under the First Loan Agreement the Second Loan Agreement, or under any documents entered into in connection with either of them. For the purposes of this clause (l), the term “Events of Default” shall have the meaning assigned to such term in the First Loan Agreement or the Second Loan Agreement, as applicable.

Representations and Warranties of the Borrower and the Guarantor. Each of the Borrower and the Guarantor represents and warrants to the Bank as follows: (a) The representations, warranties and covenants of the Borrower and the Guarantor made in the Each Loan Documents remain true and accurate and are hereby reaffirmed as of the date hereof. Party (bi) Each of the Borrower and the Guarantor has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents and no event of default exists thereunder. (c) Each of the Borrower and the Guarantor is a corporation duly organized, validly existing and good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed could not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable and is owned by the Guarantor free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class owned (directly or indirectly) by such Loan Party and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock of all of such Subsidiaries has been validly issued, is fully paid and non-assessable and is owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens. Each such Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of New Hampshire and its incorporation, (ii) is duly qualified to do business and in all jurisdictions good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the character of the property owned by or the nature conduct of its activities causes such qualification business requires it to so qualify or be licensed except where the failure to so qualify or be licensed could not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be necessaryconducted. (dc) The execution, delivery and performance by each Loan Party of this Agreement Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a party, and the documents relating hereto (the "Amendment Documents") consummation of transactions contemplated hereby, are within such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Loan Party's charter or by-laws, (ii) violate any law (including, without limitation, the power Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Borrower and the Guarantor and are not in contravention Organized Crime Control Act of law1970), of either rule, regulation (including, without limitation, Regulation X of the Borrower's Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the Guarantor's Articles breach of, or constitute a default under, any material contract, loan agreement, indenture, mortgage, deed of Incorporationtrust, By-laws or the terms of any other documents, agreements or undertaking to which either the Borrower or the Guarantor is a party or by which either the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body material lease or other entity not provided herewith is a prerequisite to the executioninstrument binding on or affecting either Loan Party, delivery and performance by the Borrower or the Guarantor any of the Amendment Documents its Subsidiaries or any of their properties or (iv) result in or require the documents submitted creation or imposition of any Lien upon or with respect to any of the Bank properties of either Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could be reasonably likely to have a Material Adverse Effect. (d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by either Loan Party of this Agreement, the Notes, any other Loan Document or any Related Document to which it is or is to be a party, or for the consummation of the transactions contemplated hereby or (ii) the exercise by the Administrative Agent, any Co-Agent or any Lender of its rights under the Loan Documents. All applicable waiting periods in connection with the Amendment Documentstransactions contemplated hereby have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or upon execution to create any Lien on, any properties now owned or hereafter acquired by the Bank to ensure the validity or enforceability thereofany of them. (e) When executed on behalf This Agreement has been, and each of the Borrower Notes, each other Loan Document and each Related Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes, each other Loan Document and each Related Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms. (f) The Consolidated balance sheets of the Guarantor and its Subsidiaries as at June 30, 1994, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young, independent public accountants, and the Consolidated balance sheets of the Guarantor and its Subsidiaries as at March 31, 1995, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of the Guarantor, copies of which have been furnished to each Lender, fairly present, subject, in the Amendment Documents will constitute case of said balance sheets as at March 31, 1995, and said statements of income and cash flows for the legally binding obligations nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower Guarantor and its Subsidiaries as at such dates and the Consolidated results of the operations of the Guarantor and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis, and since June 30, 1994, there has been no Material Adverse Change. (g) The Consolidated pro forma statements of income and cash flows of the Guarantor and its Subsidiaries for the five-year period ending June 30, 2000, certified by the chief financial officer of the Guarantor, enforceable copies of which have been furnished to each Lender, fairly present the Consolidated pro forma results of operations of the Guarantor and its Subsidiaries for the five-year period ended on such date, in each case giving effect to the transactions contemplated hereby, all in accordance with their termsGAAP. (h) The Consolidated forecasted balance sheets, income statements and cash flows statements of the Guarantor and its Subsidiaries delivered to the Lenders pursuant to Section 3.01(i)(vii) or 5.03

Representations and Warranties of the Borrower and the Guarantor. Each In addition to the representations and warranties set forth in Schedule II, each of the Borrower and the Guarantor represents and warrants to the Bank as follows: (a) The representations, warranties and covenants of the Borrower and the Guarantor made in the Loan Documents remain true and accurate and (i) are hereby reaffirmed as of the date hereof. (b) Each of the Borrower and the Guarantor has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents and no event of default exists thereunder. (c) Each of the Borrower and the Guarantor is a corporation each duly organized, qualified validly existing and existing in good standing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the character of the property owned by or the nature state of its activities causes such qualification to be necessary. organization, (dii) The execution, delivery and performance of this Agreement and the documents relating hereto (the "Amendment Documents") are within the power each of the Borrower and the Guarantor is duly qualified and are not in contravention of lawgood standing as a foreign corporation in each other jurisdiction (including New York, of either in the case of the Borrower's ) in which it owns or leases property or in which the Guarantor's Articles conduct of Incorporationits business requires it to so qualify, By-laws or except where the terms of any other documentsfailure to so qualify would not be reasonably likely to have a Material Adverse Effect, and (iii) has all requisite organizational power and authority (including, without limitation, all governmental licenses, agreements or undertaking and other approvals) to which either the Borrower or the Guarantor is a party or by which either the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body or other entity not provided herewith is a prerequisite own and lease and operate its respective properties and to the carry on its respective business as now conducted and as proposed to be conducted. (b) The execution, delivery and performance by the Borrower or and the Guarantor of the Amendment Loan Documents to which either of them is a party are within their respective organizational powers, have been duly authorized by all necessary corporate or limited partnership (as applicable), and do not contravene (i) the Borrower’s or the Guarantor’s charter, by-laws, partnership agreement or articles of incorporation (as applicable), (ii) any law or any contractual restriction binding on or affecting the Borrower or the Guarantor, except where the contraventions would not be reasonably likely to have a Material Adverse Effect, (iii) result in the breach of, or constitute a default or require any payment to be made under, any loan agreement, credit agreement, indenture, mortgage, deed of trust, bond, note, lease or other instrument or agreement binding on or affecting the Borrower, the Guarantor or any of their respective properties, except where such breaches or defaults would not be reasonably likely to have a Material Adverse Effect, (iv) except for the documents submitted to Liens created under the Bank in connection with the Amendment Loan Documents, result in or require the creation or imposition of any Lien upon execution by or with respect to any of the Bank to ensure the validity or enforceability thereof. (e) When executed on behalf properties of the Borrower and or the Guarantor, the Amendment Documents will constitute the legally binding obligations of the Borrower and the Guarantor, enforceable in accordance with their terms.

Representations and Warranties of the Borrower and the Guarantor. Each of the Borrower and the Guarantor represents represent and warrants warrant to the Bank as follows: (a) The representations, warranties and covenants of each of the Borrower and the Guarantor made in the Loan Documents Documents, as each may hereinafter be amended or modified, remain true and accurate and are hereby reaffirmed as of the date hereof. (b) Each of the Borrower and the Guarantor has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents Documents, as each may hereinafter be amended or modified, and no event of default exists thereunder. (c) Each of the Borrower and the Guarantor is a corporation duly organized, qualified qualified, and existing in good standing under the laws of the State of New Hampshire and is duly qualified to do business in all other jurisdictions in which the character of the property owned by or the nature of the existing business conducted by such Borrower or Guarantor require its activities causes such qualification to be necessaryas a foreign corporation. (d) The execution, delivery delivery, and performance of this Agreement and the documents relating hereto (the "“Amendment Documents"”) are within the power of each of the Borrower and the Guarantor and are not in contravention of law, of either of the Borrower's ’s or the Guarantor's ’s Articles of Incorporation, By-laws Laws, or the terms of any other documents, agreements agreements, or undertaking to which either the Borrower or the Guarantor is a party or by which either the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body body, or other entity not provided herewith is a prerequisite to the execution, delivery delivery, and performance by the Borrower or and the Guarantor of the Amendment Documents or any of the documents submitted to the Bank in connection with the Amendment DocumentsDocuments to ensure the validity or enforceability thereof, or upon execution by the Bank to ensure the validity or enforceability thereof. (e) When executed on behalf of the Borrower and the Guarantor, the Amendment Documents will constitute the a legally binding obligations obligation of the Borrower and the Guarantor, enforceable in accordance with their terms; provided, that the enforceability of any provisions in the Amendment Documents, or of any rights granted to the Bank pursuant thereto may be subject to and affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and that the right of the Bank to specifically enforce any provisions of the Amendment Documents is subject to general principles of equity.

Representations and Warranties of the Borrower and the Guarantor. Each of the Borrower and the Guarantor represents and warrants to the Bank as follows: (a) The representations, warranties and covenants of the Borrower and the Guarantor made in the Loan Documents remain true and accurate and are hereby reaffirmed as of the date hereof. (b) Each of the Borrower and the Guarantor has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents and no event of default exists thereunder. (c) Each of the Borrower and the Guarantor is a corporation duly organized, qualified and existing in good standing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the character of the property owned by or the nature of its activities causes such qualification to be necessary. (d) The execution, delivery and performance of this Agreement and the documents relating hereto (the "Amendment Documents") are within the power of the Borrower and the Guarantor and are not in contravention of law, of either of the Borrower's or the Guarantor's Articles of Incorporation, By-By- laws or the terms of any other documents, agreements or undertaking to which either the Borrower or the Guarantor is a party or by which either the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body or other entity not provided herewith is a prerequisite to the execution, delivery and performance by the Borrower or the Guarantor of the Amendment Documents or any of the documents submitted to the Bank in connection with the Amendment Documents, or upon execution by the Bank to ensure the validity or enforceability thereof. (e) When executed on behalf of the Borrower and the Guarantor, the Amendment Documents will constitute the legally binding obligations of the Borrower and the Guarantor, enforceable in accordance with their terms; provided, that the enforceability of any provisions in the Amendment Documents, or of any rights granted to the Bank pursuant thereto may be subject to and affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and that the right of the Bank to specifically enforce any provisions of the Amendment Documents is subject to general principles of equity.

Representations and Warranties of the Borrower and the Guarantor. Each of the Borrower and the Guarantor represents and warrants to the Bank as follows: (a) The representations, warranties and covenants of the Borrower and the Guarantor made in the Loan Documents remain true and accurate and are hereby reaffirmed as of the date hereof.. <PAGE> (b) Each of the Borrower and the Guarantor has performed, in all material respects, all obligations to be performed by it to date under the Loan Documents and no event of default exists thereunder. (c) Each of the Borrower and the Guarantor is a corporation duly organized, qualified and existing in good standing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the character of the property owned by or the nature of its activities causes such qualification to be necessary. (d) The execution, delivery and performance of this Agreement and the documents relating hereto (the "Amendment Documents") are within the power of the Borrower and the Guarantor and are not in contravention of law, of either of the Borrower's or the Guarantor's Articles of Incorporation, By-laws or the terms of any other documents, agreements or undertaking to which either the Borrower or the Guarantor is a party or by which either the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body or other entity not provided herewith is a prerequisite to the execution, delivery and performance by the Borrower or the Guarantor of the Amendment Documents or any of the documents submitted to the Bank in connection with the Amendment Documents, or upon execution by the Bank to ensure the validity or enforceability thereof. (e) When executed on behalf of the Borrower and the Guarantor, the Amendment Documents will constitute the legally binding obligations of the Borrower and the Guarantor, enforceable in accordance with their terms; provided, that the enforceability of any provisions in the Amendment Documents, or of any rights granted to the Bank pursuant thereto may be subject to and affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and that the right of the Bank to specifically enforce any provisions of the Amendment Documents is subject to general principles of equity.