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

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effect. (b) Set forth on Schedule 4.01(b) hereto is a list of the Loan Parties and their direct Subsidiaries as of the Effective Date, showing as of the Effective Date hereof as to each such Person the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens. As of the date hereof, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)

Representations and Warranties of the Borrower. The Borrower As of the date hereof, the Borrower, for and on behalf of the Loan Parties, represents and warrants as followsto the Administrative Agent and each Lender that, in each case, immediately after giving effect to this Amendment: (a) Each Loan Party the Borrower and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership the other Loan Parties are duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationorganization and the execution, (ii) is delivery and performance by the Borrower and each of the other Loan Parties of this Amendment have been duly qualified and in good standing as a foreign corporation, company or limited partnership 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 and (iii) has authorized by all requisite necessary corporate, limited liability company or partnership action and do not and will not: (as applicablei) violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other Organizational Documents of any Loan Party or any order of any Governmental Authority, which violation could reasonably be expected to have a Material Adverse Effect; (ii) violate or result in a default under any indenture or other agreement regarding Material Indebtedness binding upon any Loan Party or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party; or (iii) result in the creation or imposition of any Lien on any Property of any Loan Party; (b) the Borrower and each of the other Loan Parties have the power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under this Amendment, the Credit Agreement and the other Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effect.Documents; (bc) Set forth on Schedule 4.01(b) hereto is a list of the Loan Parties representations and their direct Subsidiaries as of the Effective Date, showing as of the Effective Date hereof as to each such Person the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens. As of the date hereof, the copy of the charter warranties of the Borrower and each Subsidiary Guarantor the other Loan Parties set forth in the Credit Agreement and each amendment thereto provided pursuant the other Loan Documents are true and correct in all material respects (or, with respect to Section 3.01(bany representation or warranty qualified by materiality or a material adverse change or material adverse effect standard, in all respects) on and as of the First Amendment Effective Date (although any representations and warranties which expressly relate to an earlier date shall be required only to be true and correct in all material respects (or, with respect to any representation or warranty qualified by materiality or a material adverse change or material adverse effect standard, in all respects) as of the specified earlier date).

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Subsidiaries (i) is a corporation, limited liability company duly organized or limited partnership duly organizedformed, validly existing and (to the extent applicable in the jurisdiction of its formation) in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation(to the extent such concept exists) under the laws of each jurisdiction where its ownership, company lease or limited partnership in each other jurisdiction in which it owns operation of properties or leases property or in which the conduct of its business as currently conducted requires it to so qualify or be licensed and such qualification, (iii) has all requisite corporate, limited liability company company, partnership or partnership (as applicable) other organizational power and authority and has all requisite Governmental Authorizations (including all permitswith respect to FINRA), approvalsin each case, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted currently conducted, (iv) in the case of the Borrower and as proposed to be conducted each Broker-Dealer Subsidiary, has obtained the Broker-Dealer Licenses and Memberships and Broker-Dealer Registrations that, in each case, are the licenses, memberships and registrations necessary in the normal conduct of its business and (Bv) executeis in compliance with all laws, deliver regulations and perform orders of any Governmental Authority applicable to it or its obligations under the Loan Documents property or to which it the Borrower or such Subsidiary or any of its property is a party, subject; except in each case referred to in clause (i) (other than with respect to the Borrower), (ii), (iii), (iv) or (v) to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of each Credit Document, and the consummation of the financing transactions evidenced by each Credit Document to, are within the Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company or other organizational action, and do not (i) contravene the Borrower’s charter, limited liability company agreement, or other constituent documents, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award of any Governmental Authority to which the Borrower is a party or subject, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any loan agreement, indenture, mortgage, deed of trust, material lease or other material contract or instrument binding on the Borrower, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries (other than any Liens created hereunder), except with respect to any violation, conflict, breach, default or requirement referred to in clauses (ii) or (iii)(Aiii) for any failures to be so organizedthe extent that such violation, existingconflict, qualified to do business breach, default or in good standing or to have such power and authority which could requirement would not reasonably be expectedexpected to have, individually or in the aggregate, have a Material Adverse Effect. (bc) Set forth on Schedule 4.01(b) hereto No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by, or enforcement against, the Borrower of any Credit Document to which it is a list party or any extension of credit hereunder, except for (i) those Governmental Authorizations, notices and filings that have been duly obtained, taken, given or made, as applicable, and are in full force and effect and (ii) those Governmental Authorizations, notices and filings the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) This Agreement has been, and each other Credit Document when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each other Credit Document when delivered hereunder will be, the legal, valid and binding obligation of the Loan Parties Borrower, enforceable against the Borrower in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and their direct Subsidiaries as subject to general principles of the Effective Dateequity, showing as regardless of the Effective Date hereof as to each such Person the jurisdiction of its organizationwhether considered in a proceeding in equity or at law. (e) There is no action, the number of sharessuit, membership interests investigation, litigation or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by proceeding affecting the Borrower or one or more any of its Subsidiaries free and clear pending or, to the knowledge of all Liens. As the Borrower, threatened in writing before any Governmental Authority (including FINRA) or arbitrator that (i) has a reasonable probability of being determined adversely and, if determined adversely, would reasonably be expected to have a Material Adverse Effect or (ii) as of the date hereof, purports to affect the copy legality, validity or enforceability of any Credit Document or the consummation of the charter financing transactions evidenced hereby and by the other Credit Documents. (i) The Annual Audited Report on Form X-17A-5 Part III of the Borrower for the fiscal years ended December 31, 2019, and December 31, 2020, including the audited statement of financial condition, statement of income, statement of cash flow and statement of changes in members’ equity (in each case including the related schedules and notes thereto) accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). The unaudited Financial and Operational Combined Uniform Single Reports on Form X-17A-5 of the Borrower as at January 31, 2021 and as at February 28, 2021, including the unaudited statement of financial condition, statement of income, and statement of changes in members’ equity for the fiscal period then ended fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date (subject to normal year end audit adjustments and the absence of footnotes), all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The Borrower’s Consolidated FOCUS-II Reports for each Subsidiary Guarantor fiscal quarter of the fiscal year ended December 31, 2020, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). (iii) Since December 31, 2020, no event, change or condition has occurred and is continuing that has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Borrower. (g) The Borrower and each amendment thereto provided pursuant Broker-Dealer Subsidiary that (i) is a Domestic Subsidiary is a member in good standing of FINRA and is duly registered as a broker-dealer with the SEC and in each state where the conduct of a material portion of its business requires such registration and (ii) is not a Domestic Subsidiary is duly registered as a broker-dealer with the applicable governing body where the conduct of its business requires such registration. The Borrower is not subject to Section 3.01(bregulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to borrow Loans under the provisions hereof. (h) The reports, financial statements, certificates or other written information, other than projections, pro forma financial information, financial estimates, forecasts, forward-looking information and information of a general economic or general industry nature, made available to the Administrative Agent, any Lead Arranger or any Lender by the Borrower or any of its representatives on the Borrower’s behalf in connection with the transactions contemplated hereby on or prior to the date that was one Business Day prior to the Effective Date do not (as of the date so furnished and taken as a whole and giving effect to any supplements and updates thereto) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (i) No proceeds of any Loan will be used for any purpose that violates the provisions of Regulation T, U or X, as in effect from time to time; (ii) The Borrower is an “exempted borrower” within the meaning of such quoted term under Regulation U, and no part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for any purpose that violates the provisions of the Regulations of the Board; and (iii) The Borrower shall use the proceeds of the Loans solely (A) to finance customer margin loans, (B) to fund clearing fund NSCC Margin Deposits requirements, (C) to address funding needs resulting from Rule 15c3-3 timing differences (including to avoid adding a “credit” for purposes of the Reserve Formula), (D) to facilitate settlements of securities of customers of the Borrower, (E) for financing the return of deposits received in connection with securities lending transactions, (F) to repay loans borrowed against customer re-hypothecated securities, (G) to meet liquidity needs associated with customer buying activity or customer withdrawal of credit balances and (H) to repay advances made, directly or indirectly, by Holdco with proceeds of loans or other extensions of credit under the Holdco Credit Agreement, in each case to the extent such loans or other extensions of credit under the Holdco Credit Agreement were used for a purpose described in the foregoing clauses (A) through (G). (j) The Borrower is not, nor is the Borrower required to be, registered as an “investment company” under the Investment Company Act of 1940, as amended. (k) (i) No ERISA Event has occurred or is reasonably expected to occur which would reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries and each managing general partner or managing member of each Loan Party (i) is a corporation, limited liability company partnership or limited partnership liability company, as the case may be, duly organizedorganized or formed, validly existing and in good standing or validly subsisting under the laws of the jurisdiction of its organizationorganization or formation, (ii) is duly qualified and in good standing as a foreign corporation, company limited partnership or limited partnership liability company 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsmaterial Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, approvalsthat if not obtained, licenses or other authorizationsis not reasonably likely to result in a Material Adverse Effect) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and conducted. All of the outstanding Capital Stock in the Borrower has been validly issued, fully paid (B) execute, deliver and perform its obligations to the extent required under the Loan Documents to which it is a party, Partnership Agreement ) and non-assessable (except in each case referred to in clauses (iias such non-assessability may be affected by section 17-607 of the Delaware Revised Uniform Limited Partnership Act) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or are owned by the Persons in the aggregate, have a Material Adverse Effectamounts specified on the applicable portion of Schedule 4.01(a) hereto free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the status of each Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary, the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests Capital Stock authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests Capital Stock owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests Capital Stock in each Subsidiary Guarantor have Loan Party’s Subsidiaries has been validly issued, are is fully paid (to the extent required by such Subsidiary’s operating agreement, in the case of a limited liability company) and non-assessable (except as such non-assessability may be affected by section 18-607 of the Delaware Limited Liability Company Act, in the case of a limited liability company) and are owned by the Borrower or such Loan Party and/or one or more of its Subsidiaries free and clear of all Liens. As of the date hereof, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b).

Representations and Warranties of the Borrower. The Borrower ---------------------------------------------- represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing (if such concept is applicable) under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership business enterprise (if such concept is applicable) 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 be so qualified or licensed would not result in a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permits, approvals, licenses or other authorizationsmaterial Governmental Authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the Loan Parties and their direct all Subsidiaries as of the Effective DateBorrower, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organization, the number of shares, membership interests shares or partnership interests (as applicable) other units of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan PartyBorrower or any Subsidiary thereof and the number of shares or other units covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof, except for any obligations or rights of the Borrower or any of its Subsidiaries to acquire any minority interest in any Subsidiary of the Borrower that is a partnership or a limited liability company. All of the outstanding Equity Interests in each such Subsidiary Guarantor have (A) (in the case of Subsidiaries that are corporations) been validly issued, are fully paid and non-assessable and are (B) to the extent owned by the Borrower or one or more of its Subsidiaries Subsidiaries, free and clear of all Liens. As , except those created under the Collateral Documents or Permitted Liens. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereofTransaction, are within such Loan Party's corporate, partnership or limited liability company powers, as applicable, have been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, and do not (i) contravene such Loan Party's Constitutive Documents, (ii) violate any Requirements of Law, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party or any of its properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party. No Loan Party is in violation of any such Requirements of Law or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy violation or breach of which would be reasonably likely to have a Material Adverse Effect. (d) No Governmental Authorization, and no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the charter Transaction, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents on such of the Collateral located in the United States in which a Lien may be perfected by the filing of financing statements, the recordation of security agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office or the delivery of Collateral (including the first priority nature thereof) or (iv) the exercise by any Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (A) the authorizations, approvals, filings and actions on Schedule 4.01(d) hereto, all of which have been duly obtained and are in full force and effect or will be obtained and in full force and effect prior to the Initial Extension of Credit, (B) filings, notices, recordings and other similar actions necessary for the creation or perfection of the Liens and security interests contemplated by the Loan Documents and (C) the actions required by laws generally with respect to the exercise by secured creditors of their rights and remedies. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms. (f) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of the Borrower, threatened before any Governmental Authority 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 any Loan Document or the consummation of the Transaction, except as described on Schedule 4.01(f) hereto or disclosed prior to the Closing Date in the Borrower's filings made with the Securities and Exchange Commission. (i) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2001, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of KPMG LLP, independent public accountants, copies of which have been furnished to each Subsidiary Guarantor Lender Party, fairly present the Consolidated financial condition of the Borrower and each amendment thereto provided its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, and (ii)since December 31, 2001, there has been no Material Adverse Change. (h) The Consolidated forecasted balance sheet, statement of income and statement of cash flows of the Borrower and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(b3.01(a)(ix) or Section 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's best estimate of its future financial performance. (i) Neither the Information Memorandum nor any other information, exhibit or report furnished by any Loan Party to any Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (j) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, except for the purchase by the Borrower of its common stock as contemplated in Sections 5.02(g)(v) and (vi). (k) Neither any Loan Party nor any of its Subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents and Related Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (l) Upon making of the filings and taking of the other actions necessary to create, perfect and protect the security interest in the Collateral created under the Collateral Documents, the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Secured Obligations, subject to

Representations and Warranties of the Borrower. The Borrower represents and warrants warrants, on and as of the date hereof, as follows: (a) Each Loan Party The Borrower and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 and (iii) has all requisite corporateorganizational power or corporate power, limited liability company or partnership (as applicable) power the case may be, and authority (including including, without limitation, all permits, approvals, licenses or other authorizationsGovernmental Authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a partyconducted, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified where the failure to do business or in good standing or to have such power and authority which so could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable and are registered in the names of the persons specified on Schedule 4.01(a) hereto. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the Loan Parties and their direct all Subsidiaries as of the Effective DateBorrower, showing as of the Effective Date hereof (as to each such Person Subsidiary) the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan PartyBorrower, the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights and whether such Subsidiary is a “Restricted Subsidiary” or an “Unrestricted Subsidiary” under the Indenture. All of the outstanding Equity Interests in each Subsidiary Guarantor the Borrower’s Subsidiaries have been validly issuedissued and, to the extent such concepts are applicable to the relevant Equity Interests, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens, other than Liens permitted under Section 5.02 (a) hereof or under the Indenture. (c) The execution, delivery and performance by the Borrower of each Loan Document, and the consummation of the transactions contemplated hereunder, are within the Borrower’s powers, have been duly authorized by all necessary organizational action, and do not (i) contravene the Borrower’s certificate of formation, limited liability company agreement or other organizational documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, which violation could reasonably be expected to have a Material Adverse Effect (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower or any of its properties, which conflict, breach or default could reasonably be expected to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries. As Neither the Borrower nor 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 reasonably be expected to have a Material Adverse Effect. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority is required for (i) the due execution, delivery or performance by the Borrower of any Loan Document, or for the consummation of the transactions contemplated hereunder, or (ii) the exercise by any Agent or any Lender of its rights under the Loan Documents. (e) This Agreement has been duly executed and delivered by the Borrower. This Agreement is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (f) There is no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries, including any Environmental Action, pending or, to the Borrower’s knowledge, threatened before any Governmental Authority or arbitrator that could reasonably be expected to have a Material Adverse Effect (other than the Disclosed Litigation). (g) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2003, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2004, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the nine months then ended, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at September 30, 2004, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments and the absence of footnotes, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP, and during the period from December 31, 2003 to the date hereof, the copy there has been no Material Adverse Change. (h) The Consolidated forecasted balance sheet, statements of income and statement of cash flows of the charter Borrower and its Subsidiaries and all other projections and other forward looking information concerning the Borrower and its Subsidiaries that have been made available by or on behalf of the Borrower to any Agent or any Lender in connection with the Facility (collectively, the “Projections”) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made (it being understood that no assurance has been or will be given that the Projections will be achieved). (i) All information and data (excluding the Projections) that have been made available by the Borrower or any of its Subsidiaries, representatives or advisors to any Agent or any Lender in connection with the Facility, taken as a whole, was, as of the date furnished, complete and correct in all material respects (after giving effect to all updates thereto delivered to the Agents and the Lenders) and, as of the date furnished, did not, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading, in light of the circumstances under which such statements are made and after giving effect to all updates thereto delivered to the Agents and the Lenders. (j) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (k) The Borrower is not an “investment company,” subject to regulation under, and as defined in, the Investment Company Act of 1940, as amended. Borrower is not a “holding company” subject to regulation under, and as defined in, the Public Utility Holding Company Act of 1935, as amended. (l) The Borrower is Solvent. (m) No ERISA Event has occurred or is expected to occur with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (i) Neither the Borrower nor any ERISA Affiliate has incurred or is expected to incur any Withdrawal Liability to any Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect. (ii) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is expected by the Borrower or any ERISA Affiliate to be in reorganization or to be terminated, within the meaning of Title IV of ERISA which reorganization or termination could reasonably be expected to have a Material Adverse Effect. (n) The operations and properties of the Borrower and each Subsidiary Guarantor of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, and no circumstances exist that could reasonably be expected to (A) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their properties that could reasonably be expected to have a Material Adverse Effect or (B) cause any such property to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law. (i) None of the properties currently or formerly owned or operated by the Borrower or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous state or local list or is adjacent to any such property; there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by the Borrower or any of its Subsidiaries or, to the best of its knowledge, on any property formerly owned or operated by the Borrower or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by the Borrower or any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries. (ii) Neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to the Borrower or any of its Subsidiaries. (o) Neither the Borrower nor any of its Subsidiaries is party to any tax sharing agreement other than the tax sharing agreements listed on Schedule 4.01(o). (i) The Borrower and each amendment thereto provided pursuant of its Subsidiaries has filed, has caused to Section 3.01(b)be filed or has been included in all Federal, material state, material local and material foreign tax returns required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties. (p) Neither the business nor the properties of the Borrower or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be expected to have a Material Adverse Effect. (q) Set forth on Schedule 4.01(q) hereto is a complete and accurate list of all Existing Debt and Surviving Debt, showing as of the date hereof the obligor and the principal amount outstanding thereunder.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 licensed, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding Equity Interests in each Loan Party have been validly issued, are fully paid (other than, with respect to Viva GyM S.A., 770,788 shares of the total 225,459,833 shares outstanding, which are 52.54% paid as of the Effective Date) and non-assessable and are owned by the Persons listed on Schedule 4.01(a) free and clear of all Liens, except those created under the Collateral Documents. (Bb) executeThe execution, deliver delivery and perform its obligations under performance by each Loan Party of the Loan Documents to which it is a party, except in each case referred to in clauses and the consummation of the transactions contemplated hereby, are within such Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) such Loan Party’s charter or by-laws or (ii) any law or (iii)(A) for any failures to be so organized, existing, qualified to do business contractual restriction binding on or in good standing or to have affecting such power Loan Party; and authority which could will not reasonably be expected, individually or result in the aggregate, have a Material Adverse Effectimposition of any Lien on any assets of any Loan Party. (bc) Set forth on Schedule 4.01(b4.01(c) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor have Loan Party’s Subsidiaries has been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery and performance by the Loan Parties of this Agreement or any other Loan Document, (ii) the grant by any Loan Party of the date hereofLiens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents (other than the filings listed in Section 3.01 and, with respect to clause (ii) above, registration of the Peruvian Account Pledge in accordance with Section 5.01(k)(ii)). (e) This Agreement and each other Loan Document, other than the Notes and the Note Filling Agreements, has been, and each of the Notes and the Note Filling Agreements when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. Each Loan Document is, and each of the Notes and the Note Filling Agreements when delivered hereunder will be, the copy legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its respective terms, except, in each case, as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. (f) Each of (i) the balance sheet of the charter Borrower as at December 31, 2011, and the related statements of income and cash flows of the Borrower for the fiscal year then ended, in each case, on an unconsolidated basis, accompanied by an opinion of Xxxxx-Xxxxx, Gaveglio y Asociados S.C.R.L., a partner of Pricewaterhouse Coopers International Limited, independent public accountants, (ii) the Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2011, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Xxxxx-Xxxxx, Gaveglio y Asociados S.C.R.L., a partner of Pricewaterhouse Coopers International Limited, independent public accountants, (iii) the balance sheet of the Borrower as at December 31, 2012, and the related statements of income and cash flows of the Borrower for the 12 months then ended, in each Subsidiary Guarantor case, on an unconsolidated basis, duly certified by the chief financial officer of the Borrower and (iv) the Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2012, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the 12 months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to each amendment Lender, fairly present, subject, in the case of said balance sheets as at December 31, 2012, and said statements of income and cash flows for the 12 months then ended, to year-end audit adjustments, the financial condition of the Borrower or the Consolidated financial condition of the Borrower and its Subsidiaries, as applicable, as at such dates and results of the operations of the Borrower and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with IFRS consistently applied (collectively, the “Historical Financial Statements”). Since December 31, 2011, there has been no Material Adverse Change. (g) There is no pending or threatened action, suit, investigation, litigation or proceeding, including any Environmental Action, affecting any Loan Party before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status, or financial effect on any Loan Party, of the Disclosed Litigation from that described on Schedule 3.01(b). (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the U.S. Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (i) All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect (subject to registration of the Peruvian Account Pledge as set forth in Section 4.01(d) with the Registro Mobiliario de Contratos in Perú), and the Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral (subject to Permitted Liens), securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for Permitted Liens. (j) Each Loan Party has filed, has caused to be filed or has been included in all tax returns (national, departmental, local, municipal and foreign) required to be filed and has paid all taxes, assessments, fees and other charges (including interest and penalties) due with respect to the years covered by such returns. Each Loan Party has made all payments, if any, with respect to statutory employee profit sharing and the Public and/or Private Pension System and as required by applicable law in Peru to the Social Health System (ESSALUD) and/or the Private Health System (EPS). There is no proposed tax assessment against any Loan Party that, if made, could reasonably be expected to have a Material Adverse Effect. (k) Each Loan Party is in compliance in all material respects with all applicable laws, ordinances, rules, regulations and requirements of all governmental authorities (including all Governmental Authorizations and approvals necessary to the ownership of its properties or to the conduct of its business, Environmental Laws, laws with respect to social security and pension fund obligations and all applicable anti-money laundering, anti-bribery and anti-corruption laws and regulations). (l) Each Material Contract to which a Loan Party is party has been duly authorized, executed and delivered by each Loan Party party thereto provided and, to the knowledge of the Borrower, each other party thereto, is in full force and effect and is binding upon and enforceable against each Loan Party party thereto and, to the knowledge of the Borrower, each other party thereto, in accordance with its terms, except, in each case, as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights, and there exists no material default under any such Material Contract by any Loan Party party thereto or, to the knowledge of the Borrower, any other party thereto. (m) Set forth on Schedule 4.01(m) is a complete and accurate list of all Existing Indebtedness with a value of at least U.S.$5,000,000, showing as of the date hereof the obligor and the principal amount outstanding thereunder. (n) Except for the obligation with respect to (i) the withholding of Impuesto a la Renta on interest and other payments by the Borrower hereunder applicable pursuant to the Ley del Impuesto a la Renta, (ii) the payment of the IGV in connection with interest payments, which obligation is currently exempted by law and (iii) the ITF applicable to the operations performed pursuant to this Agreement or the Notes, no income, stamp or other taxes (other than taxes on, or measured by, net income or net profits) or levies, imposts, deductions, charges, compulsory loans or withholdings whatsoever are or will be, under applicable law in Perú, imposed, assessed, levied or collected by Perú or any political subdivision or taxing authority thereof or therein either (A) on or by virtue of the execution or delivery of this Agreement or the Notes or (B) on any payment to be made by the Borrower pursuant to this Agreement or the Notes. (o) Set forth on Schedule 4.01(o) is a complete and accurate list of all Liens on the property or assets of any Loan Party (the “Existing Liens”), securing Indebtedness with a value in excess of U.S.$5,000,000, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party subject thereto. (p) Each Loan Party has good and marketable title to its respective real properties and good title to all of its other respective assets, including the properties and assets reflected in the Consolidated balance sheet of such Loan Party referred to in Section 3.01(b4.01(f) (other than inventory sold in the ordinary course of business), subject to no Lien except for Permitted Liens. All leases necessary for the conduct of the business of the Loan Parties are valid and in full force and effect, except as could not reasonably be expected to have a Material Adverse Effect. (q) No Loan Party is in default under any material provision of any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other material agreement or instrument to which such Loan Party is party or by which such Loan Party or any of its properties or assets is or may be bound. (r) Each Loan Party is subject to civil and commercial law with respect to its obligations under this Agreement and the Notes, and the execution, delivery and performance by each such Loan Party of this Agreement and the Notes constitute private and commercial acts (jure gestionis acts) rather than public or governmental acts (jure imperii acts). None of the Loan Parties nor any of their respective properties has any immunity from jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of Perú.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries and each managing general partner or managing member of each Loan Party (i) is a corporation, limited partnership, limited liability company or limited partnership other entity, as the case may be, duly organizedorganized or formed, validly existing and in good standing or validly subsisting under the laws of the jurisdiction of its organizationorganization or formation, (ii) is duly qualified and in good standing as a foreign corporation, limited partnership, limited liability company or limited partnership other entity 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 and (iii) has all requisite corporate, limited liability company company, partnership or partnership (as applicable) other power and authority (including including, without limitation, all permitsmaterial Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, approvalsthat if not obtained, licenses or other authorizationsis not reasonably likely to result in a Material Adverse Effect) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and conducted. All of the outstanding Capital Stock in the Borrower has been validly issued, fully paid (B) execute, deliver and perform its obligations to the extent required under the Loan Documents to which it is a party, Partnership Agreement) and non-assessable (except in each case referred to in clauses (iias such non-assessability may be affected by section 17-607 of the Delaware Revised Uniform Limited Partnership Act) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or are owned by the Persons in the aggregate, have a Material Adverse Effectamounts specified on the applicable portion of Schedule 4.01(a) hereto free and clear of all Liens (other than Liens created pursuant to the Collateral Documents and Liens permitted under Section 5.02(a)(xiv)). (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries Party as of the Effective Datedate hereof, showing as of the Effective Date date hereof (as to each such Person Subsidiary), the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests Capital Stock authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests Capital Stock owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests Capital Stock in each Subsidiary Guarantor have Loan Party’s Subsidiaries has been validly issued, are is fully paid (to the extent required by such Subsidiary’s operating agreement, in the case of a limited liability company) and non-assessable (except as such non-assessability may be affected by section 18-607 of the Delaware Limited Liability Company Act, in the case of a limited liability company that is organized under the Delaware Limited Liability Company Act, or section 275.230 of the Kentucky Limited Liability Company Act, in the case of a limited liability company that is organized under the Kentucky Limited Liability Company Act) and are owned by the Borrower or such Loan Party and/or one or more of its Subsidiaries free and clear of all Liens. As Liens (other than Liens created pursuant to the Collateral Documents and Liens permitted under Section 5.02(a)(xiv)). (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, the execution, delivery and performance by the General Partner of each Transaction Document to which it is a party, and the consummation of the date hereofTransaction by each Loan Party to the extent applicable to it, are within such Loan Party’s or such Loan Party’s managing general partner’s or managing member’s corporate, partnership or limited liability company powers, have been duly authorized by all necessary action by or on behalf of the General Partner or such Loan Party (including, without limitation, all necessary partner, managing member or other similar action), and do not (i) contravene such Loan Party’s or such Loan Party’s managing general partner’s or managing member’s Constitutive Documents, (ii) violate any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the General Partner, any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, and the requirement under the Note Purchase Agreement of equal and ratable Liens securing the Senior Notes, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. Neither the General Partner, any Loan Party nor any of its Subsidiaries are 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 copy violation or breach of which would be reasonably likely to have a Material Adverse Effect. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by or on behalf of any Loan Party or any general partner or managing member of any Loan Party of any Transaction Document to which it is or is to be a party, or for the consummation of the charter Transaction applicable to it, (ii) the exercise by the Administrative Agent, the Collateral Agent, or any Lender of its rights under the Loan Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect (other than those the failure to obtain which would not individually or collectively be reasonably likely to have a Material Adverse Effect), (iii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iv) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) other than filings of Collateral Documents necessary for perfection or (v) the remedies in respect of the Collateral pursuant to the Collateral Documents. (e) This Agreement has been, and each other Transaction Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Transaction 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. The Transaction Documents to which the General Partner is a party have been duly executed and delivered by the General Partner. Each Transaction Document to which the General Partner is a party is the legal, valid and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms. (f) There is no action, suit, investigation, litigation or proceeding affecting the General Partner, any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the best knowledge of the Borrower, threatened before any Governmental Authority or arbitrator that (i) would be reasonably expected to be adversely determined, and if so determined would be reasonably expected to have a Material Adverse Effect except as set forth on Schedule 4.01(f) hereto, or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the Transaction applicable to the General Partner or such Loan Party, and there has been no material adverse change in the status, or financial effect on the General Partner, any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (i) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2015 and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2016, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer (or person performing similar functions) of the managing general partner of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender, fairly present, subject, in the case of said balance sheet as at September 30, 2016, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower 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 December 31, 2015, there has been no event or condition that has caused or could reasonably be expected to cause a Material Adverse Change. (ii) The Consolidated balance sheet of the MLP and its Subsidiaries as at December 31, 2015 and the related Consolidated statement of income and Consolidated statement of cash flows of the MLP and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, copies of which have been furnished to each amendment thereto provided Lender, fairly present the Consolidated financial condition of the MLP and its Subsidiaries as at such date and the Consolidated results of operations of the MLP and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. (h) The Consolidated and consolidating forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries for the five-year period ending 2021 delivered to the Lenders prior to the Effective Date pursuant to Section 3.01(b5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial performance. (i) Neither any written information, exhibit nor report furnished by or on behalf of any Loan Party to the Administrative Agent, the Collateral Agent or any Lender in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents nor the information contained in the MLP’s public filings (as updated from time to time), when taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading in light of the circumstances under which the same were made. (j) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (k) Neither the Borrower nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Transaction Documents, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (l) Neither the Borrower nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (m) Each Loan Party is, individually and together with its Subsidiaries, Solvent. Neither the Borrower nor any of its Subsidiaries presently intends to (a) be or become subject to a voluntary case under any debtor relief law, (b) make a general assignment for the benefit of creditors or (c) have a custodian, conservator, receiver or similar official appointed for such Person or any substantial part of such Person’s assets, in each case within the next five Business Days, and no such Person presently expects to (w) be or become subject to an involuntary case under any debtor relief law, (x) be subject to a forced liquidation or otherwise be adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, (y) make a general assignment for the benefit of creditors as a result of any direct action by any other Person or (z) have a custodian, conservator, receiver or similar official appointed for such Person or any substantial part of such Person’s assets as a result of any direct action by any other Person, in each case within the next five Business Days. (n) (i) Set forth on Schedule 4.01(n) hereto is a complete and accurate list as of the date hereof of all Plans and Multiemployer Plans.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries and each managing general partner or managing member of each Loan Party (i) is a corporation, limited liability company partnership or limited partnership liability company, as the case may be, duly organizedorganized or formed, validly existing and in good standing or validly subsisting under the laws of the jurisdiction of its organizationorganization or formation, (ii) is duly qualified and in good standing as a foreign corporation, company limited partnership or limited partnership liability company 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsmaterial Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, approvalsthat if not obtained, licenses or other authorizationsis not reasonably likely to result in a Material Adverse Effect) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and conducted. All of the outstanding Capital Stock in the Borrower has been validly issued, fully paid (B) execute, deliver and perform its obligations to the extent required under the Loan Documents to which it is a party, Partnership Agreement ) and non-assessable (except in each case referred to in clauses (iias such non-assessability may be affected by section 17-607 of the Delaware Revised Uniform Limited Partnership Act) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or are owned by the Persons in the aggregate, have a Material Adverse Effectamounts specified on the applicable portion of Schedule 4.01(a) hereto free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the status of each Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary, the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests Capital Stock authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests Capital Stock owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests Capital Stock in each Subsidiary Guarantor have Loan Party’s Subsidiaries has been validly issued, are is fully paid (to the extent required by such Subsidiary’s operating agreement, in the case of a limited liability company) and non-assessable (except as such non-assessability may be affected by section 18-607 of the Delaware Limited Liability Company Act, in the case of a limited liability company) and are owned by the Borrower or such Loan Party and/or one or more of its Subsidiaries free and clear of all Liens. As . (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, the execution, delivery and performance by the General Partner of each Transaction Document to which it is a party, and the consummation of the date hereofTransaction by each Loan Party to the extent applicable to it, are within such Loan Party’s or such Loan Party’s managing general partner’s or managing member’s corporate, partnership or limited liability company powers, have been duly authorized by all necessary action by or on behalf of the General Partner or such Loan Party (including, without limitation, all necessary partner, managing member or other similar action), and do not (i) contravene such Loan Party’s or such Loan Party’s managing general partner’s or managing member’s Constitutive Documents, (ii) violate any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the General Partner, any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens, if any, created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. Neither the General Partner, any Loan Party nor any of its Subsidiaries are 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 copy violation or breach of which would be reasonably likely to have a Material Adverse Effect. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by or on behalf of any Loan Party or any general partner or managing member of any Loan Party of any Transaction Document to which it is or is to be a party, or for the consummation of the charter Transaction applicable to it or (ii) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect (other than those the failure to obtain which would not individually or collectively be reasonably likely to have a Material Adverse Effect). (e) This Agreement has been, and each other Transaction Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Transaction 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. The Transaction Documents to which the General Partner is a party have been duly executed and delivered by the General Partner. Each Transaction Document to which the General Partner is a party is the legal, valid and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms. (f) There is no action, suit, investigation, litigation or proceeding affecting the General Partner, any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the best knowledge of the Borrower, threatened before any Governmental Authority or arbitrator that (i) would be reasonably expected to be adversely determined, and if so determined would be reasonably expected to have a Material Adverse Effect except as set forth on Schedule 4.01(f) hereto, or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the Transaction applicable to the General Partner or such Loan Party, and there has been no material adverse change in the status, or financial effect on the General Partner, any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (i) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2009 and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Deloitte & Touche LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2010, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer (or person performing similar functions) of the managing general partner of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender, fairly present, subject, in the case of said balance sheet as at September 30, 2010, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower 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 December 31, 2009, there has been no Material Adverse Change. (ii) The Consolidated balance sheet of the MLP and its Subsidiaries as at December 31, 2009 and the related Consolidated statement of income and Consolidated statement of cash flows of the MLP and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Deloitte & Touche LLP, independent public accountants, copies of which have been furnished to each amendment thereto provided Lender, fairly present the Consolidated financial condition of the MLP and its Subsidiaries as at such date and the Consolidated results of operations of the MLP and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. (h) The Consolidated and consolidating forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries for the 5-year period ending 2011 delivered to the Lenders prior to the Effective Date pursuant to Section 3.01(b5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial performance. (i) Neither any written information, exhibit nor report furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents nor the information contained in the MLP’s public filings (as updated from time to time), when taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading in light of the circumstances under which the same were made. (j) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (k) Neither the Borrower nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Transaction Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (l) Neither the Borrower nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (m) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (n) (i) Set forth on Schedule 4.01(n) hereto is a complete and accurate list of all Plans and Multiemployer Plans. (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which could reasonably be expected to result in a Material Adverse Effect. (ii) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Administrative Agent, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no change in such funding status which could reasonably be expected to result in a Material Adverse Effect. (iii) Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which could reasonably be expected to result in a Material Adverse Effect. (iv) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA which could reasonably be expected to result in a Material Adverse Effect. (i) Except as set forth on Part I of Schedule 4.01(o) hereto, the operations and properties of each Loan Party and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that would be reasonably likely to (A) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties that could have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law. (ii) Except as set forth on Part II of Schedule 4.01(o) hereto, none of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries. (iii) Except as set forth on Part III of Schedule 4.01(o) hereto, neither any Loan Party nor any of its Subsidiaries is undertaking (or has had undertaken on its behalf), and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries. (p) (i) Each Loan Party and each of its Subsidiaries and Affiliates with which the Borrower files a consolidated tax return (its “Tax Affiliates”) has filed, has caused to be filed or has been included in all tax returns (Federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties.

Representations and Warranties of the Borrower. The Borrower Each Loan Party represents and warrants as to itself as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited partnership or limited liability company or limited partnership duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, organization and is in good standing under the laws of such jurisdiction and (ii) is duly qualified and in good standing as a foreign corporation, company limited partnership or limited partnership liability company and is in good standing in each other jurisdiction in which it owns the ownership, lease or leases operation of its property and assets or in which the conduct of its business requires require it to so qualify or be licensed, except, solely in the case of this clause (ii), where the failure to so qualify or be licensed and (iii) or to be in good standing, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has all of the requisite corporate, limited liability company or partnership (as applicable) power and authority (including all permitsGovernmental Authorizations), approvalsand the legal right, licenses or other authorizations) to (A) own or lease and to operate its properties all of the property and assets it purports to own, lease or operate and to carry on conduct all of its business as now conducted and as proposed to be conducted conducted. Each Loan Party has all of the requisite power and (B) executeauthority, and the legal right, to execute and deliver and perform its obligations under each of the Loan Documents to which it is or is to be a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures perform all of its Obligations hereunder and thereunder and to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or consummate the transactions contemplated hereby. All of the outstanding Equity Interests in the aggregateBorrower have been validly issued, have a Material Adverse Effectare fully paid and nonassessable. Schedule 4.01(a) hereof sets forth, as of the date hereof, the type and amount of all outstanding Equity Interests in the Borrower that are owned directly or indirectly by one or more of the WCAS Funds, and such Equity Interest are owned by the WCAS Funds free and clear of all Liens (including, without limitation, preemptive or other similar rights of the holders thereof), except those created under the Collateral Documents. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of the Loan Parties and their direct Subsidiaries Borrower, showing, as of the Effective Datedate of this Agreement, showing as of the Effective Date hereof as to each such Person Subsidiary, the correct legal name thereof, the legal structure thereof, the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) and type of each class of its Equity Interests authorized, authorized and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests outstanding on such date that are owned (directly or indirectly) by the applicable Loan PartyBorrower. All of the outstanding Equity Interests in each Subsidiary Guarantor the Subsidiaries of the Borrower have been validly issued, are fully paid and non-assessable nonassessable and are owned directly by the Borrower in the type and amounts disclosed on Schedule 4.01(b) hereto free and clear of all Liens (including, without limitation, preemptive or one other similar rights of the holders thereof), except those created under the Collateral Documents. No Subsidiary of the Borrower has any Subsidiaries. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or more is to be a party, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action (including, without limitation, all necessary shareholder or other similar action) and do not: (i) contravene the Constitutive Documents of such Loan Party; (ii) violate any Requirement of Law; (iii) conflict with or result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust, lease, instrument, contract or other agreement binding on or affecting such Loan Party or any of its property or assets; or (iv) except for the Liens created under the Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the property or assets of such Loan Party. None of the Loan Parties is in violation of any Requirement of Law or in breach of any loan agreement, indenture, mortgage, deed of trust, lease, instrument, contract or other agreement referred to in the immediately preceding sentence, the violation or breach of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) No Governmental Authorization, and no other consent, approval or authorization of, or notice to or filing with, or other action by, any other Person is required for: (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any of the Loan Documents to which it is or is to be a party, or for the consummation of any aspect of the transactions contemplated hereby; (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents; (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof); or (iv) the exercise by the Administrative Agent or any of the Lenders of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents; except for the Governmental Authorizations, and the other consents, approvals, authorizations, notices, filings and other actions, described on Schedule 4.01(d) hereto. All of the Governmental Authorizations, and other the consents, approvals, authorizations, notices, filings and other actions, described on Schedule 4.01(d) hereto have been or will have been duly obtained, taken, given or made on or prior to the date of the Initial Extension of Credit and are, or on the date of the Initial Extension of Credit will be, in full force and effect, or, if expressly provided for on Schedule 4.01(d) hereto, will be duly obtained, taken, given or made in accordance with the terms set forth therefor on Schedule 4.01(d) hereto and, thereafter, will be in full force and effect. All applicable waiting periods in connection with each aspect of the transactions contemplated hereby have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon any aspect of such transactions or the rights of any Loan Party freely to transfer or otherwise dispose of, or to create any Lien on, any property or assets now owned or hereafter acquired by any of them. No Loan Party has received any notice relating to or threatening the revocation, termination, cancellation, denial, impairment or modification of any such Governmental Authorization, or is in violation or contravention of, or in default under, any such Governmental Authorization, except for those that could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect and by general principles of equity. (e) This Agreement has been, and each of the other Loan Documents when delivered hereunder will have been, duly executed and delivered by each of the Loan Parties intended to be a party thereto. This Agreement is, and each of the other Loan Documents when delivered hereunder will be, the legal, valid and binding obligations of each of the Loan Parties intended to be a party thereto, enforceable against such Loan Party in accordance with their respective terms, except to the extent such enforceability may be limited by the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally. (f) The Consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1997 and June 30, 1998, and the related Consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the fiscal years then ended, accompanied by an unqualified opinion of Deloitte & Touche LLP, independent public accountants of the Borrower, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 1998, and the related Consolidated statements of income and cash flow of the Borrower and its Subsidiaries for the 3 month period then ended, duly certified by the chief financial officer of the Borrower, copies of all of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at September 30, 1998, and said statements of income and cash flow for the 3 month period then ended, to year-end audit adjustments and the absence of footnotes, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis. Neither the Borrower nor any of its Subsidiaries has any material fixed or contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or anticipated losses from any unfavorable commitments, except as referred to, or reflected or provided for in, the financial statements referred to above in this Section 4.01(f) or as described in reasonable detail on Schedule 4.01(f) hereto. Since June 30, 1998, there has been no Material Adverse Change. (g) The Consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at December 31, 1998, and the related Consolidated pro forma statements of income and cash flow of the Borrower and its Subsidiaries for the twelve months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present the Consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case after giving effect to the transactions contemplated hereby, all in accordance with GAAP. (h) The Consolidated forecasted balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 3.01(h)(x) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in the light of conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's best estimate of its future financial performance (although the actual results during the periods covered by such forecasts may differ from the forecasted results). (i) Neither the Registration Statement nor any other information, exhibit or report (other than financial projections and pro forma financial information) furnished by or on behalf any Loan Party to any Agent or any Lender in connection with the Loan Documents or pursuant to the terms of the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made therein, in light of the circumstances in which any such statements were made, not misleading. (j) There is no action, suit, investigation, litigation, arbitration or proceeding pending or, to the best knowledge of the Loan Parties, threatened against or affecting any Loan Party or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind that (i) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity, binding effect or enforceability of any of the Loan Documents or any aspect of the transactions contemplated hereby. (k) Each Loan Party is the legal and beneficial owner of the Collateral purported to be owned thereby under the Collateral Documents, free and clear of all Liens, except for the liens and security interests created under the Collateral Documents and except for Liens permitted under Section 5.02(a). As The Collateral Documents create valid and perfected first priority liens on and security interests in the Collateral in favor of the date hereofAdministrative Agent, for the copy benefit of the charter Secured Parties, securing the payment of the Secured Obligations. All of the Equity Interests in the Subsidiaries of the Borrower that are purported to comprise part of the Collateral have been delivered to the Administrative Agent as required under the terms of the Collateral Documents, together with undated stock powers or other appropriate powers duly executed in blank; all filings and each Subsidiary Guarantor other actions necessary to perfect and each amendment thereto provided pursuant protect the liens and security interests of the Administrative Agent in the Collateral have been duly made or taken and are in full force and effect or will be duly made or taken in accordance with the terms of the Loan Documents; and all filing fees and recording taxes have been paid in full. (l) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to Section 3.01(bpurchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (m) No Loan Party is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company" (as such terms are defined in the Investment Company Act of 1940, as amended). None of the making of any Working Capital Advances or the application of the proceeds or repayment thereof by the Borrower, or the consummation of any of transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries and each managing general partner or managing member of each Loan Party (i) is a corporation, limited partnership, limited liability company or limited partnership other entity, as the case may be, duly organizedorganized or formed, validly existing and in good standing or validly subsisting under the laws of the jurisdiction of its organizationorganization or formation, (ii) is duly qualified and in good standing as a foreign corporation, limited partnership, limited liability company or limited partnership other entity 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 and (iii) has all requisite corporate, limited liability company company, partnership or partnership (as applicable) other power and authority (including including, without limitation, all permitsmaterial Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, approvalsthat if not obtained, licenses or other authorizationsis not reasonably likely to result in a Material Adverse Effect) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and conducted. All of the outstanding Capital Stock in the Borrower has been validly issued, fully paid (B) execute, deliver and perform its obligations to the extent required under the Loan Documents to which it is a party, Partnership Agreement) and non-assessable (except in each case referred to in clauses (iias such non-assessability may be affected by section 17-607 of the Delaware Revised Uniform Limited Partnership Act) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or are owned by the Persons in the aggregate, have a Material Adverse Effectamounts specified on the applicable portion of Schedule 4.01(a) hereto free and clear of all Liens (other than Liens created pursuant to the Collateral Documents and Liens permitted under Section 5.02(a)(xiv)). (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries Party as of the Effective Datedate hereof, showing as of the Effective Date date hereof (as to each such Person Subsidiary), the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests Capital Stock authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests Capital Stock owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase Alliance Resource Fourth Amended and Restated Credit Agreement and similar rights at the date hereof. All of the outstanding Equity Interests Capital Stock in each Subsidiary Guarantor have Loan Party’s Subsidiaries has been validly issued, are is fully paid (to the extent required by such Subsidiary’s operating agreement, in the case of a limited liability company) and non-assessable (except as such non-assessability may be affected by section 18-607 of the Delaware Limited Liability Company Act, in the case of a limited liability company that is organized under the Delaware Limited Liability Company Act, or section 275.230 of the Kentucky Limited Liability Company Act, in the case of a limited liability company that is organized under the Kentucky Limited Liability Company Act) and are owned by the Borrower or such Loan Party and/or one or more of its Subsidiaries free and clear of all Liens. As of the date hereof, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided Liens (other than Liens created pursuant to the Collateral Documents and Liens permitted under Section 3.01(b5.02(a)(xiv)).

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company corporation or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company corporate or partnership (as applicable) power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding capital stock of Holdings has been validly issued, is fully paid and (Bnon-assessable and is owned by the Equity Investors or other Persons in the amounts specified on Schedule 4.01(a) executehereto, deliver and perform its obligations all of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable and is owned by Holdings, in each case free and clear of all Liens, except those created under the Collateral Documents. (b) The Borrower has no Subsidiaries, other than, following the consummation of the Tender Offer, the Company and its Subsidiaries. (c) The execution, delivery and performance by each Loan Documents Party of this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a party, except in each case referred to in clauses and the consumma- tion of the Tender Offer, the Merger and the other transactions contemplated hereby, are within such Loan Party's corporate or part- nership powers, have been duly authorized by all necessary corporate or partnership action, and do not (i) contravene such Loan Party's charter or bylaws or other organizational documents, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties, except, with respect to the consummation of the Tender Offer and the Merger, as set forth in the Schedules to the Merger Agreement or (iii)(Aiv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any failures Lien upon or with respect to be so organizedany of the properties of any Loan Party or any of its Subsidiaries. Neither Wxxxx Xxxxxx, existingany other Loan Party nor any of such other Loan Party's Subsidiaries is in violation of any such law, qualified to do business rule, regulation, order, writ, judgment, injunction, decree, determination or award or in good standing breach of any such contract, loan agree- ment, indenture, mortgage, deed of trust, lease or to have such power and authority other instrument, the violation or breach of which could not be reasonably be expected, individually or in the aggregate, likely to have a Material Adverse Effect. (bd) 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 any 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 Tender Offer, the Merger or the other transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) except for the filing of UCC-1 financing statements, the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents except for the autho- rizations, approvals, actions, notices and filings listed on Sched- ule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. All applicable waiting periods in connection with the Tender Offer and the other transactions contemplated hereby have expired without any action having been taken by any competent authority restraining, preventing or imposing materi- ally adverse conditions upon the Tender Offer or the rights of Wxxxx Xxxxxx, the other Loan Parties or such other Loan Party's Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each of the Notes, each other Loan Document and each Related Document when delivered hereunder will have been, duly executed and delivered by each Loan 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 thereto, enforceable against such Loan Party in accordance with its terms. (f) The Consolidated balance sheets of the Company and its Subsidiaries as at December 31, 1996, and the related Consolidated statement of income and Consolidated statement of cash flows of the Company and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG Peat Marwick LLP, independent public accountants, and the Consolidated balance sheet of the Company and its Subsidiaries as at March 31, 1997, and the related Consolidated statement of income and Consolidated statement of cash flows of the Company and its Subsidiaries for the three months then ended, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at March 31, 1997, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Company and its Subsidiaries as at such dates and the Consolidated results of the operations of the Company 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 December 31, 1996, there has been no Material Adverse Change. (g) The Consolidated pro forma balance sheet of Holdings, the Borrower, the Company, and their respective Subsidiaries as at March 31, 1997, and the related Consolidated pro forma statement of income of Holdings, the Borrower, the Company and their respective Subsidiar- ies for the three months then ended, copies of which have been fur- nished to each Lender, fairly present the Consolidated pro forma financial condition of Holdings, the Borrower, the Company and their respective Subsidiaries as at such date and the Consolidated pro forma results of operations of Holdings, the Borrower and their respective Subsidiaries for the period ended on such date, in each case giving effect to the Tender Offer, the Merger and the other transactions contemplated hereby, all in accordance with GAAP. (h) The Consolidated forecasted balance sheets, income state- ments and cash flows statements of Holdings, the Borrower, the Company and their respective Subsidiaries delivered to the Lenders as part of the Pre-Commitment Information were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in the light of conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's best estimate of its future financial performance. (i) Neither the Pre-Commitment Information nor any other infor- mation, exhibit or report furnished by any Loan Party to the Agent or any Lender in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, in light of the circum- stances under which they were made, not misleading. (j) There is no action, suit, investigation, litigation or proceeding affecting Wxxxx Xxxxxx, any other Loan Party or any of such other Loan Party's Subsidiaries, including any Environmental Action, pending or threatened before any court, governmental agency or arbi- trator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforce- ability of the Tender Offer, the Merger, this Agreement, any Note, any other Loan Document or any Related Document or the consummation of the transactions contemplated hereby. (k) No proceeds of any Advance will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, other than the Company Stock. (l) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, other than the Company Stock. (m) To the best knowledge of the Borrower, all representations and warranties of the Company contained in the Merger Agreement are true and correct. (n) Neither the business nor the properties of Wxxxx Xxxxxx or any other Loan Party (other than the Company) or any of such other Loan Party's Subsidiaries nor, to best knowledge of the Borrower, the Company, are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could be reasonably likely to have a Material Adverse Effect. (o) None of Holdings, the Borrower or any of their respective Subsidiaries (other than the Company) nor, to the best knowledge of the Borrower, the Company is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that could be reasonably likely to have a Material Adverse Effect. (p) The Collateral Documents create a valid security interest in the Collateral, securing the payment of the Secured Obligations, and, upon the filing of UCC-1 financing statements as described in the Borrower Pledge Agreement, the Holdings Pledge Agreement and the Security Agreement and the Agent having possession of the certificates representing the Pledged Shares and the instruments representing the Pledged Debt as contemplated by the Collateral Documents, all filings and other actions necessary or desirable to perfect and protect a first priority security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (q) Holdings, the Borrower and each of their respective Subsid- iaries and Affiliates (other than the Company) and, to the best knowledge of the Borrower, the Company has filed, has caused to be filed or has been included in all tax returns (Federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties, except as set forth in the Disclosure Schedule to the Merger Agreement. (r) The Merger will not be taxable to the Company or any of its Subsidiaries or Affiliates. (s) Neither Holdings, the Borrower, the Company nor any of their respective Subsidiaries is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "invest- ment company," as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (t) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (u) Set forth on Schedule 4.01(b4.01(u) hereto is a complete and accurate list of the Loan Parties and their direct Subsidiaries as of the Effective Dateall Existing Debt, showing as of July 31, 1997 the Effective Date hereof as to each such Person the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the principal amount outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liensthereunder. As of the date hereof, the copy aggregate principal amount of all Existing Debt does not exceed the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)amount shown on such Schedule.

Representations and Warranties of the Borrower. The On the Effective Date, the Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, except as otherwise permitted by Section 5.02(d) hereof, (ii) is duly qualified and in good standing as a foreign corporation, company corporation or limited partnership liability company in each jurisdiction other than its jurisdiction of formation in which it owns or leases property (to the extent such qualification is necessary with respect thereto) 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, individually and in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate, corporate (or limited liability company or partnership (as applicablecompany) power and authority (including and all permits, approvals, licenses or other authorizations) requisite Governmental Authorizations to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations conducted. Each Loan Party that is organized under the Loan Documents to which it laws of the Republic of the Mxxxxxxx Islands is a party, except in each case referred to in clauses (ii) non-resident corporation or (iii)(A) for any failures to be so organized, existing, qualified to do limited liability company that is not doing business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse EffectRepublic of the Mxxxxxxx Islands. (b) Set forth on Schedule 4.01(b) IV hereto is a complete and accurate list of the all Loan Parties and their direct Subsidiaries as of each Loan Party on the Effective Date, showing as of the Effective Date hereof (as to each such Person Subsidiary of the Borrower) the jurisdiction of its organization, the number of shares, membership interests incorporation or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof organization and the percentage ownership interests of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan PartyParty and each such Subsidiary. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party have been validly issued, are fully paid and non-assessable and and, with respect to each Subsidiary of the Borrower, are owned by the Borrower or one or more of its Subsidiaries a Loan Party free and clear of all Liens. As , except those created under the Collateral Documents and Permitted Liens that are senior by operation of law. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party and the consummation of the date hereofTransactions are within such Loan Party's corporate (or limited liability company) powers, have been duly authorized by all necessary corporate (or limited liability company) action, and do not (except as contemplated by the copy Transactions) (i) contravene such Loan Party's charter or bylaws or limited liability company agreement, as the case may be; (ii) violate in any material respect any law, rule, regulation (including, without limitation, Regulations T, U and X of the charter Board of Governors of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant United States Federal Reserve System), order, writ, judgment, injunction, decree, determination or award to Section 3.01(b)which such Loan Party or its respective property is subject,

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Subsidiaries (i) is a Person (other than a natural person and with respect to the Borrower only, is a corporation, limited liability company or limited partnership partnership) duly organized, validly existing and (to the extent applicable in the jurisdiction of its formation) in good standing under the laws of the jurisdiction of its organizationformation, (ii) is duly qualified and in good standing as a foreign corporation(to the extent such concept exists) under the laws of each jurisdiction where its ownership, company lease or limited partnership in each other jurisdiction in which it owns operation of properties or leases property or in which the conduct of its business as currently conducted requires it to so qualify or be licensed such qualification and (iii) has all requisite corporate, limited liability company company, partnership or partnership (as applicable) other organizational power and authority (including and has all permitsrequisite Governmental Authorizations, approvalsin each case, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted currently conducted; except in each case referred to in clause (i) (other than with respect to the Borrower), (ii) or (iii) to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution, delivery and as proposed to be conducted and (B) execute, deliver and perform its obligations under performance by the Loan Documents Borrower of each Credit Document to which it is a party, and the consummation of the financing transactions evidenced by each Credit Document to which it is a party, are within the Borrower’s corporate, limited liability company, limited partnership or other organizational powers, have been duly authorized by all necessary corporate, limited liability company, limited partnership or other organizational action, and do not (i) contravene the Borrower’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board), order, writ, judgment, injunction, decree, determination or award of any Governmental Authority to which such Person is a party or subject, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any loan agreement, indenture, mortgage, deed of trust, material lease or other material contract or instrument binding on the Borrower, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries, except in each case with respect to any violation, conflict, breach, default or requirement referred to in clauses (ii) or (iii)(Aiii) for any failures to be so organizedthe extent that such violation, existingconflict, qualified to do business breach, default or in good standing or to have such power and authority which could requirement would not reasonably be expectedexpected to have, individually or in the aggregate, have a Material Adverse Effect. (bc) Set forth on Schedule 4.01(b) hereto No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by, or enforcement against, the Borrower of any Credit Document to which it is a list party or any extension of credit hereunder, except for (i) with respect to the transfer, directly or indirectly, of the Loan Parties Equity Interests of any Broker-Dealer Subsidiary, giving all necessary notices to third parties and their direct obtaining all necessary Governmental Authorizations in connection with such exercise of remedies or transfer including, without limitation, to the extent required under the Financial Industry Regulatory Authority’s NASD Rule 1017 or any similar rule under the Commodities Exchange Act, (ii) the Governmental Authorizations, notices and filings that have been duly obtained, taken, given or made, as applicable, and are in full force and effect and (iii) those Governmental Authorizations, notices and filings the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) This Agreement has been, and each other Credit Document when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each other Credit Document when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (e) Except as set forth in the financial statements referred to in Section 3.01(f), there is no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened in writing before any Governmental Authority or arbitrator that (i) would reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Credit Document or the consummation of the financing transactions evidenced hereby and by the other Credit Documents. (f) The audited Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2017, and the related audited Consolidated statement of income and audited Consolidated statement of cash flows of the Borrower and its Subsidiaries for the Fiscal Year then ended (including the related schedules and notes thereto), accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower’s FOCUS-II Report for each of the fiscal quarter ended December 31, 2017 and March 31, 2018 is true and complete in all material respects. Since September 30, 2017, no event, change or condition has occurred and is continuing that has had, or would reasonably be expected to have, a Material Adverse Effect. (g) [Reserved] (h) Any of the reports, financial statements, certificates or other written information, other than forward-looking statements (including any projections) and information of a general economic or general industry nature, made available to the Administrative Agent or any Lender by the Borrower or any representative of the Borrower in connection with the transactions contemplated hereby on or prior to the date that was one Business Day prior to the Effective Date, when taken as a whole, together with all information contained in publicly available regular or periodic reports filed by the Borrower with the SEC during the period from September 30, 2017 to and including the date that was one Business Day prior to the Effective Date, is (as of the Effective Date, showing ) correct in all material respects and does not (as of the Effective Date hereof Date) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as to each such Person the jurisdiction of its organizationa whole, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All not materially misleading in light of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issuedcircumstances under which such statements were made. (i) No proceeds of any Loan will be used for any purpose that violates the provisions of Regulation T, are fully paid and non-assessable and are owned by the Borrower U or one or more of its Subsidiaries free and clear of all Liens. As X of the date hereofBoard, as in effect from time to time. (j) The Borrower is not, nor is it required to be, registered as an “investment company” under the copy Investment Company Act of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant 1940, as amended. (k) (i) No ERISA Event has occurred or is reasonably expected to Section 3.01(b)occur with respect to any Plan which could reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Subsidiaries (i) is a corporation, corporation or limited liability company or limited partnership company, as the case may be, duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) subject to Section 5.01(r)(i), is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect, and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permits, approvals, licenses or other authorizationsGovernmental Authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under conducted. All of the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or outstanding Equity Interests in the aggregateBorrower have been validly issued and are fully paid, have a Material Adverse Effectnon-assessable and owned free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof, and indicating as to each Subsidiary whether such Subsidiary is a Domestic Subsidiary or Foreign Subsidiary, as appropriate. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereoftransactions contemplated by this Agreement, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated by this Agreement, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Administrative Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. (e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the copy legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms. (f) There is no action, suit, investigation, litigation or proceeding affecting the Borrower or any other Loan Party or any of their properties or revenues, including any Environmental Action, pending or threatened before any Governmental Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the charter transactions contemplated thereby, and there has been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (g) After giving effect to the restatement of the Borrower’s financial statements as described in the Borrower’s Form NT 10-K filed with the Securities and Exchange Commission on March 17, 2009, the Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2008, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, duly certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender Party, fairly present the Consolidated financial condition of the Borrower and each amendment thereto provided its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, and since December 31, 2008, there has been no Material Adverse Change. (h) [Intentionally Omitted]. (i) The Consolidated forecasted statement of income and statement of cash flows of the Borrower and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(b)3.01(a)(viii) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial performance. (j) No information, exhibit or report furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) Neither any Loan Party nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (m) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (n) All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (o) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (p) (i) Set forth on Schedule 4.01(p) hereto is a complete and accurate list of all Plans and Welfare Plans.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsmaterial governmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding capital stock of the License Subsidiaries has been validly issued, is fully paid and (Bnon-assessable and is owned by each of the Operating Subsidiaries in the amounts specified on Schedule 4.01(a) executefree and clear of all Liens, deliver and perform its obligations except those created under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse EffectCollateral Documents. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the Loan Parties and their direct all Subsidiaries as of the Effective DatePowertel, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by Powertel and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor have capital stock of all of such Subsidiaries has been validly issued, are is fully paid and non-assessable and are all of the outstanding capital stock of the Operating Subsidiaries and the License Subsidiaries is owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens, except those created under the Loan Documents. As Each such Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction 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 would not have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) The execution, delivery and performance by each Loan Party of this Agreement, the copy Notes and each other Loan Document to which it is a party and the other 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 bylaws, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award the effect of which would have a Material Adverse Effect, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party or any of their respective 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 charter properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could 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 any Loan Party of this Agreement, the Notes and any other Loan Document to which it is a party or the other transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Agent, the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents. (e) This Agreement has been, and each of the Notes and each other Loan Document when executed and delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes and each other Loan Document when executed and 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 Powertel and its Subsidiaries as at December 31, 1994, and the related Consolidated statements of income and Consolidated statement of cash flows of Powertel and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Arthxx Xxxexxxx XXX, independent public accountants or other independent public accountants of regional or national recognized standing acceptable to the Required Lenders, and the Consolidated balance sheets of Powertel and its Subsidiaries as at September 30, 1995, and the related Consolidated statements of income and Consolidated statement of cash flows of Powertel and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of Powertel, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at September 30, 1995, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of Powertel and its Subsidiaries as at such dates and the Consolidated results of the operations of Powertel 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 December 31, 1994, there has been no Material Adverse Change. (g) No information, exhibit or report furnished by any Loan Party to the Agent, the Administrative Agent or any Lender in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (h) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) if adversely determined would have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby. (i) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (j) Neither the Borrower nor any of its ERISA Affiliates maintains or contributes to, or has maintained or contributed to, any Single Employer Plan, Multiemployer Plan or Multiple Employer Plan, other than as disclosed on Schedule 4.01(j) hereto and as to which aggregate Liability of the Borrower and its ERISA Affiliates shall not exceed $1,000,000. (k) Neither the business nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be expected to have a Material Adverse Effect. (l) The operations and properties of each Subsidiary Guarantor Loan Party and each amendment of its Subsidiaries comply in all material respects with all applicable Environmental Laws and no circumstances exist, no event or condition has occurred and is continuing with respect to the Borrower or any of its Subsidiaries relating to compliance with any Environmental Laws or any release of hazardous materials which, individually or in the aggregate, has had or will have a Material Adverse Effect, and no circumstances exist that could cause any property of any Loan Party or any Subsidiary thereof to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law except where the failure to so comply would not have a Material Adverse Effect. (m) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that could reasonably be expected to have a Material Adverse Effect. (n) The Collateral Documents create a valid first priority security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (o) Each Loan Party and each of its Subsidiaries and Affiliates has filed, has caused to be filed or has been included in all tax returns (Federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties, except for taxes being contested in good faith and against which appropriate reserves are being maintained. (p) Neither any Loan Party nor any of its Subsidiaries is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (q) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (r) There is no Debt of the Borrower and its Subsidiaries outstanding on the date hereof. (s) Set forth on Schedule 4.01(s) hereto is a complete and accurate list of all Material Contracts, showing as of the date hereof the parties, subject matter and term thereof. Each such Material Contract has been duly authorized, executed and delivered by all parties thereto, has not been amended or otherwise modified, is in full force and effect and is binding upon and enforceable against all parties thereto provided pursuant in accordance with its terms, and there exists no default under any Material Contract by any party thereto that would have a Material Adverse Effect. (t) No Prospectus as of its date of issue contained any untrue statement of a material fact or omitted to Section 3.01(b)state any material fact necessary to make the statements therein, in light of the circumstances under which they are or were made, not misleading, and the issuance of the common stock and units of Powertel as contemplated by the Prospectuses complied, in all material respects, with all applicable laws, rules, regulations and orders.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Subsidiaries (i) is a corporation, limited liability company duly organized or limited partnership duly organizedformed, validly existing and (to the extent applicable in the jurisdiction of its formation) in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation(to the extent such concept exists) under the laws of each jurisdiction where its ownership, company lease or limited partnership in each other jurisdiction in which it owns operation of properties or leases property or in which the conduct of its business as currently conducted requires it to so qualify or be licensed and such qualification, (iii) has all requisite corporate, limited liability company company, partnership or partnership (as applicable) other organizational power and authority and has all requisite Governmental Authorizations (including all permitswith respect to FINRA), approvalsin each case, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted currently conducted, (iv) in the case of the Borrower and as proposed to be conducted each Broker-Dealer Subsidiary, has obtained the Broker-Dealer Licenses and Memberships and Broker-Dealer Registrations that, in each case, are the licenses, memberships and registrations necessary in the normal conduct of its business and (Bv) executeis in compliance with all laws, deliver regulations and perform orders of any Governmental Authority applicable to it or its obligations under the Loan Documents property or to which it the Borrower or such Subsidiary or any of its property is a party, subject; except in each case referred to in clause (i) (other than with respect to the Borrower), (ii), (iii), (iv) or (v) to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of each Credit Document, and the consummation of the financing transactions evidenced by each Credit Document to, are within the Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company or other organizational action, and do not (i) contravene the Borrower’s certificate of formation, limited liability company agreement, or other constituent documents, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award of any Governmental Authority to which the Borrower is a party or subject, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any loan agreement, indenture, mortgage, deed of trust, material lease or other material contract or instrument binding on the Borrower, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries (other than any Liens created hereunder), except with respect to any violation, conflict, breach, default or requirement referred to in clauses (ii) or (iii)(Aiii) for any failures to be so organizedthe extent that such violation, existingconflict, qualified to do business breach, default or in good standing or to have such power and authority which could requirement would not reasonably be expectedexpected to have, individually or in the aggregate, have a Material Adverse Effect. (bc) Set forth on Schedule 4.01(b) hereto No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by, or enforcement against, the Borrower of any Credit Document to which it is a list party or any extension of credit hereunder, except for (i) those Governmental Authorizations, notices and filings that have been duly obtained, taken, given or made, as applicable, and are in full force and effect and (ii) those Governmental Authorizations, notices and filings the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) This Agreement has been, and each other Credit Document when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each other Credit Document when delivered hereunder will be, the legal, valid and binding obligation of the Loan Parties Borrower, enforceable against the Borrower in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and their direct Subsidiaries as subject to general principles of the Effective Dateequity, showing as regardless of the Effective Date hereof as to each such Person the jurisdiction of its organizationwhether considered in a proceeding in equity or at law. (e) There is no action, the number of sharessuit, membership interests investigation, litigation or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by proceeding affecting the Borrower or one or more any of its Subsidiaries free and clear pending or, to the knowledge of all Liens. As the Borrower, threatened in writing before any Governmental Authority (including FINRA) or arbitrator that (i) has a reasonable probability of being determined adversely and, if determined adversely, would reasonably be expected to have a Material Adverse Effect or (ii) as of the date hereof, purports to affect the copy legality, validity or enforceability of any Credit Document or the consummation of the charter financing transactions evidenced hereby and by the other Credit Documents. (i) The Annual Audited Report on Form X-17A-5 Part III of the Borrower for the fiscal years ended December 31, 2020, and December 31, 2021, including the audited statement of financial condition, statement of income, statement of cash flow and statement of changes in members’ equity (in each case including the related schedules and notes thereto) accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). The unaudited Financial and Operational Combined Uniform Single Reports on Form X-17A-5 of the Borrower as at January 31, 2022 and as at February 28, 2022, including the unaudited statement of financial condition, statement of income, and statement of changes in members’ equity for the fiscal period then ended fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date (subject to normal year end audit adjustments and the absence of footnotes), all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The Borrower’s Consolidated FOCUS-II Reports for each Subsidiary Guarantor fiscal quarter of the fiscal year ended December 31, 2021, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). (iii) Since December 31, 2021, no event, change or condition has occurred and is continuing that has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Borrower. (g) The Borrower and each amendment thereto provided pursuant Broker-Dealer Subsidiary that (i) is a Domestic Subsidiary is a member in good standing of FINRA and is duly registered as a broker-dealer with the SEC and in each state where the conduct of a material portion of its business requires such registration and (ii) is not a Domestic Subsidiary is duly registered as a broker-dealer with the applicable governing body where the conduct of its business requires such registration. The Borrower is not subject to Section 3.01(bregulation under any requirement of law (other than Regulation X of the Board) that limits its ability to borrow Loans under the provisions hereof. (h) The reports, financial statements, certificates or other written information (other than projections, pro forma financial information, financial estimates, forecasts, forward-looking information and information of a general economic or general industry nature) made available to the Administrative Agent, any Lead Arranger or any Lender by the Borrower or any of its representatives on the Borrower’s behalf in connection with the transactions contemplated hereby on or prior to the date that was one Business Day prior to the Effective Date do not (as of the date so furnished and taken as a whole and giving effect to any supplements and updates thereto) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (i) No proceeds of any Loan will be used for any purpose that violates the provisions of Regulation T, Regulation U or Regulation X, as in effect from time to time; (ii) The Borrower is an “exempted borrower” within the meaning of such quoted term under Regulation U, and no part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for any purpose that violates the provisions of the Regulations; and (iii) The Borrower shall use the proceeds of the Loans solely (A) to finance customer margin loans, (B) to fund clearing fund NSCC Margin Deposits requirements, (C) to address funding needs resulting from Rule 15c3-3 timing differences (including to avoid adding a “credit” for purposes of the Reserve Formula), (D) to facilitate settlements of securities of customers of the Borrower, (E) for financing the return of deposits received in connection with securities lending transactions, (F) to repay loans borrowed against customer re-hypothecated securities, (G) to meet liquidity needs associated with customer buying activity or customer withdrawal of credit balances and (H) to repay advances made, directly or indirectly, by Holdco with proceeds of loans or other extensions of credit under the Holdco Credit Agreement, in each case to the extent such loans or other extensions of credit under the Holdco Credit Agreement were used for a purpose described in the foregoing clauses (A) through (G). (j) The Borrower is not, nor is the Borrower required to be, registered as an “investment company” under the Investment Company Act of 1940, as amended. (k) (i) No ERISA Event has occurred or is reasonably expected to occur which would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under all underfunded Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plans by an amount that would reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under conducted. All of the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or outstanding Equity Interests in the aggregate, Borrower have a Material Adverse Effectbeen validly issued and are non-assessable. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party's Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, and the consummation of the date hereoftransactions contemplated by the Transaction Documents, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents and Permitted Liens, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy 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 charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)due

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationformation, (ii) is duly qualified and in good standing as a foreign corporation, corporation or company or limited partnership 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 expected to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permits, approvals, licenses or other authorizations) Governmental Authorizations to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationformation, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Effective Date and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights as of the Effective Date. All of the outstanding Equity Interests (other than the Equity Interests in each Subsidiary Guarantor Virginia PCS Alliance, L.C., VITAL and NH Licenses LLC that are not owned by any Loan Party or any of its Subsidiaries) have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents and the Second Lien Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, and the consummation of the date hereofTransaction, are within such Loan Party’s corporate, limited liability company or limited partnership (as applicable) powers, have been duly authorized by all necessary corporate, limited liability company or limited partnership (as applicable) action, and do not (i) contravene such Loan Party’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents and the Second Lien Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy violation or breach of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant which could be reasonably expected to Section 3.01(b)have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower As of the date hereof, the Borrower, for and on behalf of the Loan Parties, represents and warrants as followsto the Administrative Agent and each Lender that, in each case, immediately after giving effect to this Amendment: (a) Each Loan Party the Borrower and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership the other Loan Parties are duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationorganization and the execution, (ii) is delivery and performance by the Borrower and each of the other Loan Parties of this Amendment have been duly qualified and in good standing as a foreign corporation, company or limited partnership 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 and (iii) has authorized by all requisite necessary corporate, limited liability company or partnership action and do not and will not: (as applicablei) violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other Organizational Documents of any Loan Party or any order of any Governmental Authority, which violation could reasonably be expected to have a Material Adverse Effect; (ii) violate or result in a default under any indenture or other agreement regarding Material Indebtedness binding upon any Loan Party or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party; or (iii) result in the creation or imposition of any Lien on any Property of any Loan Party; (b) the Borrower and each of the other Loan Parties have the power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under this Amendment, the Credit Agreement and the other Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effect.Documents; (bc) Set forth on Schedule 4.01(b) hereto is a list of the Loan Parties representations and their direct Subsidiaries as of the Effective Date, showing as of the Effective Date hereof as to each such Person the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens. As of the date hereof, the copy of the charter warranties of the Borrower and each Subsidiary Guarantor the other Loan Parties set forth in the Credit Agreement and each amendment thereto provided pursuant the other Loan Documents are true and correct in all material respects (or, with respect to Section 3.01(bany representation or warranty qualified by materiality or a material adverse change or material adverse effect standard, in all respects) on and as of the Fourth Amendment Effective Date (although any representations and warranties which expressly relate to an earlier date shall be required only to be true and correct in all material respects (or, with respect to any representation or warranty qualified by materiality or a material adverse change or material adverse effect standard, in all respects) as of the specified earlier date).

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationformation, (ii) is duly qualified and in good standing as a foreign corporation, corporation or company or limited partnership 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 expected to have a Material Adverse Effect and (iii) has all requisite corporate, corporate limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permits, approvals, licenses or other authorizations) Governmental Authorizations to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationformation, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Effective Date and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights as of the Effective Date. All of the outstanding Equity Interests (other than the Equity Interests in each Subsidiary Guarantor Virginia PCS Alliance, L.C., VITAL and NH Licenses LLC that are not owned by any Loan Party or any of its Subsidiaries) have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents and the Second Lien Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, and the consummation of the date hereofTransaction, are within such Loan Party’s corporate, limited liability company or limited partnership (as applicable) powers, have been duly authorized by all necessary corporate, limited liability company or limited partnership (as applicable) action, and do not (i) contravene such Loan Party’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents and the First Lien Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy violation or breach of which could be reasonably expected to have a Material Adverse Effect. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Transaction Document to which it is or is to be a party, or for the consummation of the charter Transaction, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the second priority nature thereof) or (iv) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (A) approval of the Virginia State Corporation Commission with respect to the exercise of remedies against the Pledged Equity of the Telecos, (B) FCC approvals that are required for a change in control of the Borrower or Subsidiaries holding Spectrum issued by the FCC or for the transfer of such Spectrum to another party and (C) the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. All applicable waiting periods in connection with the Transaction have expired (other than the statutory periods for filing for reconsideration and the filing of an appeal) without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each other Transaction Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Transaction 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) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or to the knowledge of the Borrower, threatened before any Governmental Authority or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the Transaction. (g) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2003, and the related Consolidated statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the Fiscal Year then ended, accompanied by an unqualified opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheets of the Borrower and its Subsidiaries as at September 30, 2004, and the related Consolidated statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender, fairly present in all material respects, subject, in the case of said balance sheet as at September 30, 2004, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower 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 September 30, 2004, there has been no Material Adverse Change. (h) The Consolidated pro forma balance sheets of the Borrower and its Subsidiaries as at December 31, 2004, certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each amendment thereto provided Lender, fairly present in all material respects the Consolidated pro forma financial condition of the Borrower and its Subsidiaries after giving effect to the Transaction. (i) The Consolidated and consolidating forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 3.01(b3.01(a)(x) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were, to the Borrower’s knowledge, fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial performance. (j) Neither the Information Memorandum nor any other information, exhibit or report furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained when furnished any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein in light of the circumstances under which they were made not misleading. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) Neither any Loan Party nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Transaction Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (m) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that could be reasonably expected to have a Material Adverse Effect. (n) All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected second priority security interest in the Collateral (subject only to the Lien created under the First Lien Collateral Documents and Permitted Liens), securing the payment of the Secured Obligations, and upon taking all actions that are specifically contemplated by the Collateral Documents all filings and other actions necessary or desirable to perfect and protect such security interest will have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (o) As of the Effective Date (i) the Borrower, individually and together with its Subsidiaries taken as a whole, is Solvent and (ii) each Guarantor (other than the Immaterial Subsidiaries), individually and together with its Subsidiaries taken as a whole, is Solvent. (p) (i) Set forth on Schedule 4.01(p) hereto is a complete and accurate list of all Plans and Multiemployer Plans.

Representations and Warranties of the Borrower. The ---------------------------------------------- Borrower represents and warrants as followsfollows as of the Effective Date: (a) Each Loan Party and each of its Subsidiaries The Borrower (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 and where, in each case, failure so to qualify and be in good standing could reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company power (corporate or partnership (as applicableother) power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of the Loan Parties and their direct Subsidiaries Borrower as of the Effective Date, showing as of the Effective Date hereof such date (as to each such Person Subsidiary) the jurisdiction of its organization, organization and the number percentage of shares, membership the outstanding shares or interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests capital stock or partnership interests owned (directly or indirectly) by the applicable Loan PartyBorrower. All of the outstanding Equity Interests in each Subsidiary Guarantor have capital stock or partnership interests of all of such Subsidiaries has been validly issued, are is fully paid and non-assessable and are and, except as otherwise specified on Schedule 4.01(b), is owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens except Permitted Liens. As . (c) The execution, delivery and performance by the Borrower of each Loan Document and the transactions contemplated hereby are within the Borrower's powers (corporate or other), have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower's charter or by-laws, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower, any of its Material Subsidiaries or any of their properties or (iv) result in or require the creation or Credit Agreement ---------------- imposition of any Lien upon or with respect to any of the date hereofproperties of the Borrower or any of its Material Subsidiaries. (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 the Borrower of any Loan Document, or the consummation of the transactions contemplated thereby or (ii) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents, except for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect. 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 the transactions contemplated thereby, except for the authorizations, approvals, actions, notices and filings (x) the failure to obtain could not reasonably be expected to have a Material Adverse Effect or (y) which have been duly obtained, taken, given or made and are in full force and effect. (e) Each of this Agreement and the Subordination and Amendment Agreement is, and each of the Notes when delivered will have been, duly executed and delivered by the Borrower. Each of this Agreement and the Subordination and Amendment Agreement is, and each of the Notes when delivered hereunder for value will be, the copy legal, valid and binding obligation of the charter Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and other similar laws affecting creditors generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). (f) The unaudited consolidated balance sheet of the Borrower and each Subsidiary Guarantor its Subsidiaries as of September 30, 1997, and each amendment thereto provided pursuant the related pro forma and actual --- ----- consolidated statements of income or operations and cash flows for the respective periods of three months and nine months ended on that date, and the related actual consolidated statements of actual cash flow for the period of three months ended on that date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to Section 3.01(b)ordinary, good faith year end audit adjustments; and (ii) fairly present in all respects the financial Credit Agreement ----------------

Representations and Warranties of the Borrower. The ---------------------------------------------- Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and (B) executenon-assessable. Prior to the consummation of the Merger, deliver all of the outstanding capital stock of IDRC shall have been validly issued, shall have been fully paid and perform its obligations non-assessable and shall be owned free and clear of all Liens, except those created under the Loan Documents to which it "Collateral Documents" (as such term is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or defined in the aggregate, have a Material Adverse EffectExisting Credit Agreement). (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party's Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents. As Each such Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction 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 (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, and the consummation of the Merger and the other transactions contemplated by the Transaction Documents, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy 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 any Loan Party of any Transaction Document to which it is or is to be a party, or for the consummation of the charter Merger or the other transactions contemplated by the Transaction Documents, (ii) the grant by any Loan Party of the Borrower Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. All applicable waiting periods in connection with the Merger or the transactions contemplated by the Transaction Documents have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Merger and the other transactions contemplated by the Transaction Documents have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Merger or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each Subsidiary Guarantor other Transaction Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each amendment thereto provided pursuant to Section 3.01(b)other Transaction 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.

Representations and Warranties of the Borrower. The Borrower and each Subsidiary Guarantor represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, partnership or limited liability company or limited partnership (as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) is duly qualified and in good standing as a foreign corporation, company limited partnership or limited partnership liability company (as applicable) 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 and except where the failure to so qualify or be licensed could not be reasonably likely to have a Material Adverse Effect, (iii) subject to the entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), has the requisite corporate or other organizational power and authority to effect the transactions contemplated hereby, and by the other Loan Documents to which it is a party and (iv) subject to the entry by the Bankruptcy Court of the Interim Order (or the Final Order, when applicable), has all requisite corporate, limited liability company corporate or partnership (as applicable) other organizational power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizationsthan those set forth in Schedule 4.01(d)) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its incorporation or organization, the number of shares, membership interests shares (or partnership interests (as applicableother units) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares (or other units) covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor have Loan Party's Subsidiaries has been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created or permitted under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation U of the date hereofBoard of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Orders or the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy 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 any Loan Party of any Loan Document to which it is or is to be a party, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Orders or the Collateral Documents (including the requisite priority thereof set forth in the Orders) or (iv) the exercise by any Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which (other than as set forth on such Schedule) have been duly obtained, taken, given or made and are in full force and effect. (e) This Agreement shall have been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan 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) Except for the Cases, there is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of the Borrower or its Subsidiaries, threatened 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 any Loan Document. (g) There are no Liens on any assets of any of the Borrower or the Subsidiary Guarantors other than: (i) Permitted Liens, (ii) Liens in favor of the Collateral Agent and the Lenders, (iii) Adequate Protection Liens and (iv) Liens existing on the Petition Date. None of the Borrower or the Subsidiary Guarantors are parties to any contract, agreement, lease or instrument the performance of which, either unconditionally or upon the happening of an event, will result in or require the creation of a Lien on any assets of any Borrower or any Guarantor or otherwise result in a violation of this Agreement other than the Liens granted to the Collateral Agent and the Lenders as provided for in this Agreement, the other Loan Documents and the Orders. (i) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2001, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, and since December 31, 2001; (ii) there has been no Material Adverse Change and (iii) the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2002, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the three fiscal quarters then ended, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the three fiscal quarters ended on such date, subject to year-end adjustments and the absence of footnotes. (i) The Consolidated forecasted balance sheet, statement of operations and projected cash flow of the Borrower and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(a)(vii) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's reasonable estimate of its future financial performance. Each of the Final Budget and the Financial Forecasts Report delivered to the Lender Parties pursuant to Section 3.01(i) was prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair at time of delivery of such Final Budget or Financial Forecasts Report (as applicable), and represented at the time of delivery, the Borrower's reasonable estimate with respect to the items set forth therein. (j) No information, exhibit or report furnished by or on behalf of any Loan Party to any Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained when furnished any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein in light of the circumstances under which they were made not misleading. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) All material policies of insurance of any kind or nature owned by or issued to the Borrower and the Subsidiary Guarantors, including, without limitation, policies of life, fire, theft, product liability, public liability, property damage, other casualty, employee fidelity, workers' compensation, employee health and welfare, title, property and liability insurance, are in full force and effect and are of a nature and provide such coverage as is customarily carried by companies of the size and character of the Borrower and Subsidiary Guarantors. (m) On the date of the making of the initial Advances or the issuance of the initial Letters of Credit hereunder, whichever first occurs, the Interim Order will have been entered and will not have been stayed, amended, vacated, reversed or rescinded. On the date of the making of any Advance or issuance of any Letter of Credit, the Interim Order or the Final Order, as the case may be, will have been entered and will not have been amended, stayed, vacated or rescinded. (n) Neither any Loan Party nor any of its Subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (o) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction the compliance with the terms of which could reasonably be expected to have a Material Adverse Effect. (p) No claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property (as defined in the Security Agreement) or the validity or effectiveness of any Intellectual Property, nor does any Borrower or any Guarantor know of any such claim, and, to the knowledge of the Borrower and each Subsidiary Guarantor Guarantor, the use of such Intellectual Property by the Borrower and each amendment thereto provided pursuant the Guarantors does not infringe on the rights of any Person, except for such claims and infringement that, in the aggregate, would not be reasonably expected to Section 3.01(b)have a Material Adverse Effect. (q) The Collateral Documents create a valid and perfected security interest in the Collateral having the priority set forth in the Interim Order, securing the payment of the Obligations of the Loan Parties under the Loan Documents, and all filings and other actions necessary or desirable to perfect and protect such security interest will have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Orders and the Loan Documents. (r) (i) Set forth on Schedule 4.01(r) hereto is a complete and accurate list of all Plans, Multiemployer Plans and Welfare Plans and a schedule of all known contributions required under such plans for the period beginning on the Petition Date and ending on December 31, 2004.

Representations and Warranties of the Borrower. The On the date of each Credit Extension as provided in Section 3.03, the Borrower represents and warrants as follows: (ai) Each Loan Party and each of its Subsidiaries (i) Obligor is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation or organization and, except where the failure to be so (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. (ii) Each Immaterial Subsidiary is duly qualified organized, validly existing and in good standing as a foreign corporation, company or limited partnership in each other jurisdiction in which it owns or leases property or in which under the conduct laws of its jurisdiction of incorporation or organization and is qualified to do business requires it to so qualify or be licensed in, and (iii) has all requisite corporateis in good standing in, limited liability company or partnership (as applicable) power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it every jurisdiction where such qualification is a partyrequired, except in each case referred to in clauses (ii) or (iii)(A) for any failures where the failure to be so organized, existing, in good standing or qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, (individually or in the aggregate), would not reasonably be expected to have a Material Adverse Effect. (b) Set forth on Schedule 4.01(b) hereto The execution, delivery and performance by each of the Obligors of each Loan Document to which it is a list party, and the consummation of the transactions contemplated hereunder and thereunder, are within such Obligor’s corporate or other organizational powers, have been, or will be when delivered hereunder, duly authorized by all necessary corporate or other organizational action, and do not (i) contravene the charter or by-laws of such Obligor, (ii) violate any law, rule, regulation, order, writ, judgment, determination or award binding on or affecting such Obligor except where such violation, individually and together with all other such violations, would not reasonably be expected to (A) require payments by such Obligor of $100,000,000 or more or (B) have a Material Adverse Effect or (iii) conflict with or result in the breach of, or constitute a default under, any agreement or instrument binding on or affecting such Obligor except where such conflict, default or breach, individually, and together with all other such conflicts, defaults or breaches, would not reasonably be expected to (A) require payments by such Obligor of $100,000,000 or more or (B) have a Material Adverse Effect. (c) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by the Borrower and each other Obligor, as applicable. This Agreement is, and the other Loan Documents when delivered hereunder will be, legal, valid and binding obligations of each Obligor party thereto, enforceable against such Obligor in accordance with their respective terms; subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. (d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, or any third party that is a party to any agreement or instrument binding on any of the Obligors (other than those that have been, or on the Effective Date will be, duly obtained or made and which are, or on the Effective Date will be, in full force and effect, and other than any filings, registrations, recordings or other actions required to perfect the security interests granted by or under any Loan Document) is required for the due execution, delivery or performance by such Obligor of this Agreement or any other Loan Document to which such Obligor is a party except where the failure to obtain such authorization or approval or to take such action by or give or file such notice with any third party that is a party to any agreement or instrument binding on any of the Obligors could not reasonably be expected to have a Material Adverse Effect. (e) Schedule III sets forth the name of, and the ownership interest of the Borrower and its applicable Subsidiaries in, each Subsidiary of the Borrower as of the Initial Borrowing Date. (f) There is no pending or, to the knowledge of the Borrower, threatened in writing action, suit, investigation, litigation or proceeding, including any Environmental Action, affecting any Obligor or any of their respective Subsidiaries before any court, governmental agency or arbitrator, that could reasonably be expected to (i) have a Material Adverse Effect, or (ii) adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. (g) No information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation of the Loan Parties and their direct Subsidiaries as Documents (including but not limited to the Information Memorandum or the 2010 Information Memorandum) or pursuant to the terms of the Effective DateLoan Documents (other than financial projections and information of a general economic nature), showing taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, taken as a whole, not misleading in light of the Effective Date hereof as circumstances under which such statements were made; and all financial projections that have been provided by or on behalf of the Borrower to the Agent or any Lender were prepared in good faith based on assumptions believed to be reasonable when made (it being understood that such projections are subject to significant uncertainties and contingencies beyond the Borrower’s control, and that no assurance can be given that the projections will be realized). (h) Following application of the proceeds of each Advance, Swingline Loan and Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or Section 5.02(c) or subject to any restriction contained in any agreement or instrument between any Obligor and any Lender or any Affiliate of any Lender relating to Debt will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such Person ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. (j) Each of the jurisdiction Borrower and its Subsidiaries has filed or caused to be filed all tax returns which are required to be filed, and all taxes related to such returns and any assessments made against it or any of its organizationrespective properties and all other taxes, the number of shares, membership interests fees or partnership interests (as applicable) of each class other charges imposed on it or any of its Equity Interests authorized, respective properties by any governmental authority (other than those the amount or validity of which is contested in good faith by appropriate proceedings and the number outstanding, with respect to which reserves in conformity with GAAP have been provided on the date hereof and the percentage books of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one its Subsidiaries as the case may be) have been paid, except to the extent the failure to make such filings or more payments would not reasonably be expected to have a Material Adverse Effect. (k) Neither the Borrower nor any of its Subsidiaries free is an “investment company”, or an “affiliated person” of, or “promotor” or “principal underwriter” for an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. (l) Except for such matters individually or in the aggregate that would not reasonably be expected to have a Material Adverse Effect: (i) the operations and clear of all Liens. As of the date hereof, the copy of the charter properties of the Borrower and each Subsidiary Guarantor of its Subsidiaries comply with all Environmental Laws, all necessary Environmental Permits have been obtained and each amendment thereto provided pursuant are in effect for the operations and properties of the Borrower and its Subsidiaries and the Borrower and its Subsidiaries are in compliance with all such Environmental Permits, and (ii) no circumstances exist that could be reasonably likely to Section 3.01(b)(A) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their respective properties, or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law. (i) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted, to utilize such properties for their intended purposes or which would not reasonably be expected to have a Material Adverse Effect. (ii) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries and each general partner or managing member of each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company partnership or limited partnership liability company, as the case may be, duly organizedorganized or formed, validly existing and in good standing or validly subsisting under the laws of the jurisdiction of its organizationorganization or formation, (ii) is duly qualified and in good standing as a foreign corporation, company limited partnership or limited partnership liability company 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsmaterial governmental licenses, approvalspermits and other approvals other than such licenses, licenses or permits and other authorizationsapprovals that are being obtained in the ordinary course of business) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under conducted. All of the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or outstanding Capital Stock in the aggregateCompany and AROP have been validly issued, have a Material Adverse Effectare fully paid and non-assessable and are owned by the Persons in the amounts specified on Schedule 4.01(a) hereto free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the status of each Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary, the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests Capital Stock authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests Capital Stock owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests Capital Stock in each Subsidiary Guarantor Loan Party's Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower or such Loan Party and/or one or more of its Subsidiaries free and clear of all Liens. As . (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, and the consummation of the date hereofTransaction, are within such Loan Party's or such Loan Party's general partner's or managing member's corporate, partnership or limited liability company powers, have been duly authorized by all necessary action by or on behalf of such Loan Party (including, without limitation, all necessary partner, managing member or other similar action), and do not (i) contravene such Loan Party's or such Loan Party's general partner's or managing member's Constitutive Documents, (ii) violate any law, rule, regulation (including, without limitation, Regulations U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy violation or breach of which would 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 or on behalf of any Loan Party or any general partner or managing member of any Loan Party of any Transaction Document to which it is or is to be a party, or for the consummation of the charter Transaction, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Pledge Agreement, (iii) except as required to comply with the requirements of Articles 8 and 9 of the New York Uniform Commercial Code, the perfection or maintenance of the Liens created under the Pledge Agreement (including the first priority nature thereof) or (iv) the exercise by any Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Pledge Agreement, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made, or are in the process of being obtained and it is not anticipated that such consents and approvals may not be obtained (in each case without the imposition of any conditions that are not acceptable to the Lender Parties) and those obtained are in full force and effect (other than those the failure to obtain which would not individually or collectively be reasonably likely to have a Material Adverse Effect). (e) This Agreement has been, and each other Transaction Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Transaction 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) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or to the best knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) would be reasonably expected to be adversely determined, and if so determined would be reasonably expected to have a Material Adverse Effect except as set forth on Schedule 4.01(f) hereto, or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the Transaction, and there has been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (g) The Consolidated balance sheet of Alliance Resource Group as at December 31, 1998, and the related Consolidated statement of income and Consolidated statement of cash flows of Alliance Resource Group for the fiscal year then ended, accompanied by an unqualified opinion of Deloitte & Touche LLP, independent public accountants, and the Consolidated balance sheet of Alliance Resource Group as at March 31, 1999, and the related Consolidated statement of income and Consolidated statement of cash flows of Alliance Resource Group for the three months then ended, duly certified by the Chief Financial Officer (or person performing similar functions) of the Company, copies of which have been furnished to each Lender Party, fairly present, subject, in the case of said balance sheet as at March 31, 1999, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of Alliance Resource Group as at such dates and the Consolidated results of operations of Alliance Resource Group for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis, and since December 31, 1998, there has been no Material Adverse Change. (h) The Consolidated pro forma balance sheet of the MLP and its Subsidiaries as at March 31, 1999, and the related Consolidated pro forma statement of income and cash flows of the MLP and its Subsidiaries for the three months then ended, certified by the Chief Financial Officer (or person performing similar functions) of the Company, copies of which have been furnished to each Lender Party, fairly present the Consolidated pro forma financial condition of the MLP and its Subsidiaries as at such date and the Consolidated pro forma results of operations of the MLP and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (i) The Consolidated and consolidating forecasted balance sheets, statements of income and statements of cash flows of the Borrower and each Subsidiary Guarantor and each amendment thereto provided its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(b)3.01(a)(xii) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's best estimate of its future financial performance. (j) Neither the Information Memorandum nor any other written information, exhibit or report furnished by or on behalf of any Loan Party to any Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading in light of the circumstances under which the same were made. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) Neither the Borrower nor any of its Subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Transaction Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (m) Neither the Borrower nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (n) All actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Pledge Agreement have been duly made or taken and are in full force and effect, and the Pledge Agreement creates in favor of the Paying Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the Liens created under the Pledge Agreement. (o) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (p) (i) Set forth on Schedule 4.01(p) hereto is a complete and accurate list of all Plans and Multiemployer Plans.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) in the case of Maison de Banian, LLC, is a corporation, limited liability company duly incorporated or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationformation, (ii) in the case of Maison de Banian, LLC is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effect. (b) Set forth on Schedule 4.01(b) hereto is a list of the Loan Parties and their direct Subsidiaries as of the Effective Date, showing as of the Effective Date hereof as to each such Person the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Partyconducted. All of the outstanding Equity Interests equity interests in each Subsidiary Guarantor Digital Media have been validly issued, are fully paid and non-assessable assessable, and are that the equity interests of Digital Media owned by the Borrower or one or more of its Subsidiaries are free and clear of all Liens. As , except those created in favor of the date hereofAdministrative Agent, for the ratable benefit of the Lenders, to provide security under the Collateral Documents to secure the Loans. (b) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the transactions contemplated hereby, are within such Loan Party’s powers, have been duly authorized by all necessary action (to the extent necessary), and do not (i) contravene such Loan Party’s organizational documents (if such Loan Party is an entity), (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party or any of their properties or (iv) except for the Liens created under the Loan Documents in favor of the Administrative Agent and the Lenders, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party. No Loan Party 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 copy violation or breach of which could have a Material Adverse Effect. (c) 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 any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the charter transaction contemplated by this Agreement, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(c) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. (d) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan 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, except to the extent such enforceability may be limited by applicable bankruptcy and/or insolvency laws and/or the rights of creditors generally. (e) Other than the litigation between Borrower and each Subsidiary Guarantor Xxxx Xxxxx and each amendment thereto provided Borrower and Xxxx Xxxxx, there is no action, suit, investigation, litigation or proceeding affecting any Loan Party, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) could have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby. (f) No information, exhibit or report furnished by or on behalf of any Loan Party to any Lender in connection with the negotiation, execution and delivery of the Loan Documents or pursuant to Section 3.01(b)the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (g) Neither the Borrower nor any Guarantor is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that could have a Material Adverse Effect.

Representations and Warranties of the Borrower. The ------------------------------------------------------------ Borrower and each other Loan Party represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permits, approvals, licenses or other authorizations) Governmental Authorizations to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding Equity Interests in the Parent Guarantor and (B) executethe Borrower have been validly issued, deliver are fully paid and perform its obligations non-assessable and, with respect to the Borrower, are owned by the Parent Guarantor, free and clear of all Liens, except those permitted under this Agreement or created under the Loan Documents to which it is a partyCollateral Documents, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organizedthe Interim Order and the Final Order, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectas applicable. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable such Loan Party, the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof and its status as a Subsidiary Guarantor, a Non-Filing Domestic Subsidiary or a Foreign Subsidiary, as the case may be. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party's Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created or permitted under the Collateral Documents, the Interim Order and the Final Order, as applicable. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereofTransaction, are within such Loan Party's corporate powers, have been duly authorized by all necessary corporate action and, subject to the entry of the Interim Order and the Final Order, as the case may be, are authorized by the Interim Order or the Final Order, as applicable, and do not (i) contravene such Loan Party's charter or bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), Post-Petition or unstayed Pre-Petition order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any Post- Petition contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, the copy Interim Order and the Final Order, result in or require the creation or imposition of any enforceable Lien upon or with respect to any of the charter properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, in each case entered into by such Loan Party or such Subsidiary after the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant Filing Date, the violation or breach of which could be reasonably likely to Section 3.01(b)have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Restricted Subsidiaries (i) is a corporation, corporation or limited liability company or limited partnership company, as the case may be, duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) subject to Section 5.01(r)(i), is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect, and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permits, approvals, licenses or other authorizationsGovernmental Authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under conducted. All of the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or outstanding Equity Interests in the aggregateBorrower have been validly issued and are fully paid, have a Material Adverse Effectnon-assessable and owned free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof, and indicating as to each Subsidiary whether such Subsidiary is a Domestic Subsidiary, Foreign Subsidiary, Restricted Subsidiary or Unrestricted Subsidiary, as appropriate. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereoftransactions contemplated by this Agreement, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Restricted Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Restricted Subsidiaries. No Loan Party or any of its Restricted 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. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated by this Agreement, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Administrative Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. (e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the copy legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms. (f) There is no action, suit, investigation, litigation or proceeding affecting the Borrower or any other Loan Party or any of their properties or revenues, including any Environmental Action, pending or threatened before any Governmental Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the charter transactions contemplated thereby, and there has been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (g) The Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2007, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender Party, fairly present, subject, in the case of said balance sheet as at September 30, 2007, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, and since June 30, 2007, there has been no Material Adverse Change. (h) The Consolidated balance sheet of NNN Realty Advisors and its Subsidiaries as at December 31, 2006, and the related Consolidated statement of income and Consolidated statement of cash flows of NNN Realty Advisors and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Deloitte & Touche LLP, independent public accountants, and the Consolidated balance sheet of NNN Realty Advisors and its Subsidiaries as at September 30, 2007, and the related Consolidated statement of income and Consolidated statement of cash flows of NNN Realty Advisors and its Subsidiaries for the nine months then ended, duly certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each amendment thereto provided Lender Party, fairly present, subject, in the case of said balance sheet as at September 30, 2007, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, fairly present the Consolidated financial condition of NNN Realty Advisors and its Subsidiaries as at such date and the Consolidated results of operations of NNN Realty Advisors and its Subsidiaries for the periods ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, and since September 30, 2007, there has been no material adverse change in the business, assets, properties or financial condition of NNN Realty Advisors and its Subsidiaries, taken as a whole. (i) The Consolidated forecasted balance sheet, statement of income and statement of cash flows of the Borrower and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(b)3.01(a)(viii) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial performance. (j) No information, exhibit or report furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) Neither any Loan Party nor any of its Restricted Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Restricted Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (m) Neither any Loan Party nor any of its Restricted Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (n) All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (o) Each Loan Party is, individually and together with its Restricted Subsidiaries, Solvent. (p) (i) Set forth on Schedule 4.01(p) hereto is a complete and accurate list of all Plans and Welfare Plans.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability corporation or company duly incorporated or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding Equity Interests in the Borrower and (Bits Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Persons in the amounts specified on Schedule 4.01(a) executehereto, deliver and perform that the Equity Interests owned by the Borrower or its obligations Subsidiaries are free and clear of all Liens, except those created to provide security for the Falcon Loan or under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse EffectCollateral Documents. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor have Loan Party’s Subsidiaries has been validly issued, are fully paid and non-assessable and are that the Equity Interests owned by the Borrower Loan Party’s or one or more of its their Subsidiaries are free and clear of all Liens. As , except those created to provide security for the Falcon Loan or under the Collateral Documents (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereoftransactions contemplated hereby, are within such Loan Party’s powers, have been duly authorized by all necessary action, and do not (i) contravene such Loan Party’s organizational documents (ii) violate any law, rule, regulation (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust lease or other instrument, the copy violation or breach of which could 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 any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the charter transaction contemplated by this Agreement, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken given or made and are in full force and effect. (e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan 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, except to the extent such enforceability may be limited by applicable bankruptcy and/or insolvency laws and/or the rights of creditors generally. (f) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) could have a Material Adverse Effect other than as disclosed on Schedule 4.01(f) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby. (g) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2008 and December 31, 2009, and the related Consolidated statements of income and Consolidated statements of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Singer Lewak, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2010, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the six (6) months then ended, duly certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender, fairly present, subject, in the case of said balance sheet as at June 30, 2010, and said statements of income and cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower 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 December 31, 2009, there has been no Material Adverse Change. (h) The Consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at June 30, 2010, and the related Consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the six (6) months then ended, certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each amendment thereto provided Lender, fairly present the Consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the transactions contemplated hereby, all in accordance with GAAP subject to year-end audit adjustments. (i) No information, exhibit or report furnished by or on behalf of any Loan Party to any Lender in connection with the negotiation, execution and delivery of the Loan Documents or pursuant to Section 3.01(b)the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (j) Neither any Loan Party nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of the Loans, nor the application of the proceeds or repayment thereof by the Borrower, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (k) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that could have a Material Adverse Effect. (1) All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor the Administrative Agent for the ratable benefit of the Lenders a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties (as applicable) are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Restricted Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) subject to Section 5.01(r)(i), is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect, and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permits, approvals, licenses or other authorizationsGovernmental Authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under conducted. All of the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or outstanding Equity Interests in the aggregateBorrower have been validly issued and are fully paid, have a Material Adverse Effectnon-assessable and owned free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof, and indicating as to each Subsidiary whether such Subsidiary is a Domestic Subsidiary, Foreign Subsidiary, Restricted Subsidiary or Unrestricted Subsidiary, as appropriate. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereoftransactions contemplated by this Agreement, the copy 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the charter Board of Governors of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to Section 3.01(b)be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Restricted Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Restricted Subsidiaries. No Loan Party or any of its Restricted 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.

Representations and Warranties of the Borrower. The Each of Group and the Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) whether or not such Subsidiary is a wholly-owned Subsidiary. Each such Subsidiary (i) is a corporation duly organized or a limited liability corporation duly formed, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (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 number of shares, membership interests or partnership interests (as applicable) of each class conduct of its Equity Interests authorizedbusiness requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not 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. (c) The execution, delivery and performance by each Loan Party of this Agreement and each other Loan Document to which it is or is to be a party, and the number outstandingconsummation of the transactions contemplated hereby, on the date hereof and the percentage of each are within such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor 's corporate powers, have been validly issuedduly authorized by all necessary corporate action, are fully paid and nondo not (i) contravene such Loan Party's charter or by-assessable and are owned by laws, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the Borrower breach of, or one constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or more other instrument binding on or affecting any Loan Party, any of its Subsidiaries free and clear or any of all Liens. As of the date hereof, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)their properties or

Representations and Warranties of the Borrower. The Each of Group and the Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) whether or not such Subsidiary is a wholly-owned Subsidiary. Each such Subsidiary (i) is a corporation duly organized or a limited liability company or a trust duly formed, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, limited liability company or trust in each other jurisdiction in which it owns or leases property or in which the number of shares, membership interests or partnership interests (as applicable) of each class conduct of its Equity Interests authorizedbusiness requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not 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. (c) The execution, delivery and performance by each Loan Party of this Agreement and each other Loan Document to which it is or is to be a party, and the number outstandingconsummation of the transactions contemplated hereby, on the date hereof and the percentage of each are within such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor 's corporate powers, have been validly issuedduly authorized by all necessary corporate action, are fully paid and nondo not (i) contravene such Loan Party's charter or by-assessable and are owned by laws, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the Borrower breach of, or one constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or more other instrument binding on or affecting any Loan Party, any of its Subsidiaries free and clear or any of all Liens. As their respective properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the date hereofproperties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy violation or breach of which is or would 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 the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement or any other Loan Document to which it is or is to be a party, or for the consummation of the charter transactions contemplated hereby. (e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan 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, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). (i) The Consolidated balance sheets of Group and its Subsidiaries as at January 2, 1999, and the related Consolidated statements of operations, stockholders' equity and cash flow of Group and its Subsidiaries for the fiscal years then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the Consolidated balance sheet of Group and its Subsidiaries as at July 3, 1999, and the related Consolidated statements of operations, stockholders' equity and cash flow of Group and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of Group, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at July 3, 1999, and said statements of operations, stockholders' equity and cash flow for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of Group and its Subsidiaries as at such dates and the Consolidated results of the Borrower operations of Group and each Subsidiary Guarantor its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis, and each amendment thereto provided (ii) since January 2, 1999, there has been no Material Adverse Change. (g) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or (ii) is or would be reasonably likely to have a Material Adverse Effect. (h) No proceeds of any Advance will be used to acquire any equity security of a class that is registered pursuant to Section 3.01(b12 of the Securities Exchange Act of 1934, as amended (other than (i) shares of capital stock of Group and (ii) to the extent applicable, in connection with an acquisition of a company, so long as (x) the board of directors of such company shall have approved such acquisition at the time such acquisition is first publicly announced, (y) if such company shall have been soliciting bids for its acquisition, the board of directors of such company shall not have determined either to accept no offer or to accept an offer other than the offer of Group or one of its Subsidiaries or (z) if such company shall not have been soliciting bids for its acquisition or if the board of directors of such company shall have solicited bids for its acquisition but shall have initially determined either to accept no offer or to accept an offer other than the offer of Group or one of its Subsidiaries, the existence, amount and availability for the acquisition of such company of the Commitments hereunder shall not have been disclosed, orally or in writing, to such company or its advisors; provided, that the public filing of this Agreement shall not be deemed to be disclosure of the Commitments hereunder to such company or its advisors, until after such time as the board of directors of such company shall have approved such acquisition by Group or one of its Subsidiaries and so long as, in any case, such acquisition is otherwise permitted hereunder). (i) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except for shares of capital stock of Group and Authentic Fitness and as otherwise permitted in Section 4.01(h). (j) Neither any Loan Party nor any of its Subsidiaries is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (k) For any date on or before December 31, 1999, the Borrower has, and as soon as practicable after the Control Date, Authentic Fitness will have (i) initiated a review and assessment of all areas within its and each of its Subsidiaries' business and operations (including those affected by suppliers, vendors and customers) that could be adversely affected by the risk that computer applications used by such Person or any of its Subsidiaries (or suppliers, vendors and customers) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999 (the "Year 2000 Problem"), (ii) developed a plan and timetable for addressing the Year 2000 problem on a timely basis and (iii) to date, implemented that plan in accordance with such timetable. Based on the foregoing, each such Person believes that all of its computer applications that are material to its or any of its Subsidiaries' business and operations are reasonably expected on a timely basis to be able to perform properly date-sensitive functions for all dates before and after January 1, 2000, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The In order to induce the Lenders to enter into this Agreement and to make the Loans and the other financial accommodations to the Borrower described herein, the Borrower hereby represents and warrants as followsto each Lender that the following statements are true, correct and complete: (a) Each Loan Party and each of its Subsidiaries Organization; Powers. (i) [Intentionally Omitted]. (ii) The Borrower (A) is a corporation, Delaware limited liability company or limited partnership duly organizedformed, validly existing and in good standing under the laws of the jurisdiction State of its organizationDelaware, (iiB) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing as will have or is reasonably likely to have a foreign corporationMaterial Adverse Effect, company or limited partnership 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 and (iiiC) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including all permitsto own, approvals, licenses or other authorizations) to (A) own or lease operate and operate encumber its properties Property and to carry on conduct its business as now presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by this Agreement and (BD) execute, deliver and perform its obligations under the Loan Documents to which it is a partypartnership for federal income tax purposes. The Partnership is a member of the Borrower, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or having an interest in the aggregateBorrower as set forth in Schedule 7.1-A-1 attached hereto. The only other members of the Borrower are GSEP 2000 Realty Corp. (an Affiliate of Goldman, have Sachs), GSEP 2002 Realty Corp. (an Affiliate of Goldman, Sacxx), XX Rxxxxx Investments, LLC (a Material Adverse Effectprivate investor), Calxxxxxxx Holding Company, Inc. (a corporation which is an Affiliate of the Partnership), and GGP American Properties Inc. (a corporation which is an Affiliate of the Partnership), each having an interest in the Borrower as set forth in Schedule 7.1-A-1 attached hereto. (biii) Set forth [Intentionally Omitted]. (iv) True, correct and complete copies of the Borrower's Organizational Documents identified on Schedule 4.01(b7.1-A have been delivered to the Administrative Agent, each of which is in full force and effect, has not been modified or amended except to the extent indicated therein and, to the best of the Borrower's knowledge, there are no defaults under such Organizational Documents and no events which, with the passage of time or giving of notice or both, would constitute a default under such Organizational Documents. (v) hereto Neither the Borrower nor any of its Affiliates is a list "foreign person" within the meaning of Section 1445 of the Loan Parties and their direct Subsidiaries as of the Effective Date, showing as of the Effective Date hereof as to each such Person the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens. As of the date hereof, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)Internal Revenue Code.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability corporation or company duly incorporated or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 licensed, and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding Equity Interests in the Borrower and (Bits Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Persons in the amounts specified on Schedule 4.01(a) executehereto, deliver and perform that the Equity Interests owned by the Borrower or its obligations Subsidiaries are free and clear of all Liens, except those created to provide security under the Loan First Lien Collateral Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse EffectCollateral Documents. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor have Loan Party’s Subsidiaries has been validly issued, are fully paid and non-assessable and are that the Equity Interests owned by the Borrower Loan Party’s or one or more of its their Subsidiaries are free and clear of all Liens, except those created under the First Lien Collateral Documents and the Collateral Documents (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the transactions contemplated hereby, are within such Loan Party’s powers, have been duly authorized by all necessary action, and do not (i) contravene such Loan Party’s organizational documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination, or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease, or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties, or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. As 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 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 any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the transaction contemplated by this Agreement, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including, without limitation, the applicable priority nature thereof), or (iv) the exercise by any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given, or made and are in full force and effect. (e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan 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, except to the extent such enforceability may be limited by applicable bankruptcy and/or insolvency laws and/or the rights of creditors generally. (f) There is no action, suit, investigation, litigation, or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) could have a Material Adverse Effect other than as disclosed on Schedule 4.01(f) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby. (g) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2009 and December 31, 2010, and the related Consolidated statements of income and Consolidated statements of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Singer Lewak, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2011, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the three (3) months then ended, duly certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at March 31, 2011, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments and valuation-related adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower 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 December 31, 2009, there has been no Material Adverse Change. (h) No information, exhibit, or report furnished by or on behalf of any Loan Party to any Lender in connection with the negotiation, execution and delivery of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (i) Neither any Loan Party nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of the Loans, nor the application of the proceeds or repayment thereof by the Borrower, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (j) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or is subject to any charter or corporate restriction that could have a Material Adverse Effect. (k) All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have either been duly made or taken and are in full force and effect or have been approved to be taken by Administrative Agent on or after the date hereof, and the copy Collateral Documents create in favor the Administrative Agent for the ratable benefit of the charter Lenders a valid and, together with such filings and other actions, perfected security interest in the Collateral (subject only to Permitted Encumbrances), securing the payment of the Borrower Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties (as applicable) are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (l) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (m) Set forth on Schedule 4.01(m) hereto is a complete and accurate list of all Plans, Multiemployer Plans and Welfare Plans. (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (ii) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Administrative Agent, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (n) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (o) The operations and properties of each Loan Party and each Subsidiary Guarantor of its Subsidiaries comply in all material respects with all applicable Environmental Laws and each amendment thereto provided Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that could (A) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties that could have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law. (i) None of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state, or local list or is adjacent to any such property; there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries. (ii) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to Section 3.01(b)the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries. (p) (i) Neither any Loan Party nor any of its Subsidiaries is party to any tax sharing agreement.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Subsidiaries (i) is a Person (other than a natural person and with respect to the Borrower only, is a corporation, limited liability company or limited partnership partnership) duly organized, validly existing and (to the extent applicable in the jurisdiction of its formation) in good standing under the laws of the jurisdiction of its organizationformation, (ii) is duly qualified and in good standing as a foreign corporation(to the extent such concept exists) under the laws of each jurisdiction where its ownership, company lease or limited partnership in each other jurisdiction in which it owns operation of properties or leases property or in which the conduct of its business as currently conducted requires it to so qualify or be licensed such qualification and (iii) has all requisite corporate, limited liability company company, partnership or partnership (as applicable) other organizational power and authority (including and has all permitsrequisite Governmental Authorizations, approvalsin each case, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted currently conducted; except in each case referred to in clause (i) (other than with respect to the Borrower), (ii) or (iii) to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution, delivery and as proposed to be conducted and (B) execute, deliver and perform its obligations under performance by the Loan Documents Borrower of each Credit Document to which it is a party, and the consummation of the financing transactions evidenced by each Credit Document to which it is a party, are within the Borrower’s corporate, limited liability company, limited partnership or other organizational powers, have been duly authorized by all necessary corporate, limited liability company, limited partnership or other organizational action, and do not (i) contravene the Borrower’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board), order, writ, judgment, injunction, decree, determination or award of any Governmental Authority to which such Person is a party or subject, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any loan agreement, indenture, mortgage, deed of trust, material lease or other material contract or instrument binding on the Borrower, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries, except in each case with respect to any violation, conflict, breach, default or requirement referred to in clauses (ii) or (iii)(Aiii) for any failures to be so organizedthe extent that such violation, existingconflict, qualified to do business breach, default or in good standing or to have such power and authority which could requirement would not reasonably be expectedexpected to have, individually or in the aggregate, have a Material Adverse Effect. (bc) Set forth on Schedule 4.01(b) hereto No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by, or enforcement against, the Borrower of any Credit Document to which it is a list party or any extension of credit hereunder, except for (i) with respect to the transfer, directly or indirectly, of the Loan Parties Equity Interests of any Broker-Dealer Subsidiary, giving all necessary notices to third parties and their direct obtaining all necessary Governmental Authorizations in connection with such exercise of remedies or transfer including, without limitation, to the extent required under the Financial Industry Regulatory Authority’s NASD Rule 1017 or any similar rule under the Commodities Exchange Act, (ii) the Governmental Authorizations, notices and filings that have been duly obtained, taken, given or made, as applicable, and are in full force and effect and (iii) those Governmental Authorizations, notices and filings the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) This Agreement has been, and each other Credit Document when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each other Credit Document when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (e) Except as set forth in the financial statements referred to in Section 3.01(f), there is no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened in writing before any Governmental Authority or arbitrator that (i) would reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Credit Document or the consummation of the financing transactions evidenced hereby and by the other Credit Documents. (f) The audited Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2018, and the related audited Consolidated statement of income and audited Consolidated statement of cash flows of the Borrower and its Subsidiaries for the Fiscal Year then ended (including the related schedules and notes thereto), accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower’s FOCUS-II Report for each of the fiscal quarter ended December 31, 2018 and March 31, 2019 is true and complete in all material respects. Since September 30, 2018, no event, change or condition has occurred and is continuing that has had, or would reasonably be expected to have, a Material Adverse Effect. (g) [Reserved] (h) Any of the reports, financial statements, certificates or other written information, other than forward-looking statements (including any projections) and information of a general economic or general industry nature, made available to the Administrative Agent or any Lender by the Borrower or any representative of the Borrower in connection with the transactions contemplated hereby on or prior to the date that was one Business Day prior to the Effective Date, when taken as a whole, together with all information contained in publicly available regular or periodic reports filed by the Borrower with the SEC during the period from September 30, 2018 to and including the date that was one Business Day prior to the Effective Date, is (as of the Effective Date, showing ) correct in all material respects and does not (as of the Effective Date hereof Date) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as to each such Person the jurisdiction of its organizationa whole, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All not materially misleading in light of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issuedcircumstances under which such statements were made. (i) No proceeds of any Loan will be used for any purpose that violates the provisions of Regulation T, are fully paid and non-assessable and are owned by the Borrower U or one or more of its Subsidiaries free and clear of all Liens. As X of the date hereofBoard, as in effect from time to time. (j) The Borrower is not, nor is it required to be, registered as an “investment company” under the copy Investment Company Act of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant 1940, as amended. (k) (i) No ERISA Event has occurred or is reasonably expected to Section 3.01(b)occur with respect to any Plan which could reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries and each managing general partner or managing member of each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company partnership or limited partnership liability company, as the case may be, duly organizedorganized or formed, validly existing and in good standing or validly subsisting under the laws of the jurisdiction of its organizationorganization or formation, (ii) is duly qualified and in good standing as a foreign corporation, company limited partnership or limited partnership liability company 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsmaterial Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, approvalsthat if not obtained, licenses or other authorizationsis not reasonably likely to result in a Material Adverse Effect) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and conducted. All of the outstanding Capital Stock in the Borrower has been validly issued, fully paid (B) execute, deliver and perform its obligations to the extent required under the Loan Documents to which it is a party, Partnership Agreement ) and non-assessable (except in each case referred to in clauses (iias such non-assessability may be affected by section 17-607 of the Delaware Revised Uniform Limited Partnership Act) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or are owned by the Persons in the aggregate, have a Material Adverse Effectamounts specified on the applicable portion of Schedule 4.01(a) hereto free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens. As of the date hereof, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)such

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries and each managing general partner or managing member of each Loan Party (i) is a corporation, limited liability company partnership or limited partnership liability company, as the case may be, duly organizedorganized or formed, validly existing and in good standing or validly subsisting under the laws of the jurisdiction of its organizationorganization or formation, (ii) is duly qualified and in good standing as a foreign corporation, company limited partnership or limited partnership liability company 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsmaterial Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, approvalsthat if not obtained, licenses or other authorizationsis not reasonably likely to result in a Material Adverse Effect) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and conducted. All of the outstanding Capital Stock in the Borrower has been validly issued, fully paid (B) execute, deliver and perform its obligations to the extent required under the Loan Documents to which it is a party, Partnership Agreement ) and non-assessable (except in each case referred to in clauses (iias such non-assessability may be affected by section 17-607 of the Delaware Revised Uniform Limited Partnership Act) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or are owned by the Persons in the aggregate, have a Material Adverse Effectamounts specified on the applicable portion of Schedule 4.01(a) hereto free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the status of each Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary, the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests Capital Stock authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests Capital Stock owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests Capital Stock in each Subsidiary Guarantor have Loan Party’s Subsidiaries has been validly issued, are is fully paid (to the extent required by such Subsidiary’s operating agreement, in the case of a limited liability company) and non-assessable (except as such non-assessability may be affected by section 18-607 of the Delaware Limited Liability Company Act, in the case of a limited liability company) and are owned by the Borrower or such Loan Party and/or one or more of its Subsidiaries free and clear of all Liens. As . (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, the execution, delivery and performance by the General Partner of each Transaction Document to which it is a party, and the consummation of the date hereofTransaction by each Loan Party to the extent applicable to it, are within such Loan Party’s or such Loan Party’s managing general partner’s or managing member’s corporate, partnership or limited liability company powers, have been duly authorized by all necessary action by or on behalf of the General Partner or such Loan Party (including, without limitation, all necessary partner, managing member or other similar action), and do not (i) contravene such Loan Party’s or such Loan Party’s managing general partner’s or managing member’s Constitutive Documents, (ii) violate any law, rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the General Partner, any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens, if any, created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. Neither the General Partner, any Loan Party nor any of its Subsidiaries are 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 copy violation or breach of which would be reasonably likely to have a Material Adverse Effect. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by or on behalf of any Loan Party or any general partner or managing member of any Loan Party of any Transaction Document to which it is or is to be a party, or for the consummation of the charter Transaction applicable to it or (ii) the exercise by any Agent or any Lender Party of its rights under the Loan Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect (other than those the failure to obtain which would not individually or collectively be reasonably likely to have a Material Adverse Effect). (e) This Agreement has been, and each other Transaction Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Transaction 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. The Transaction Documents to which the General Partner is a party have been duly executed and delivered by the General Partner. Each Transaction Document to which the General Partner is a party is the legal, valid and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms. (f) There is no action, suit, investigation, litigation or proceeding affecting the General Partner, any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the best knowledge of the Borrower, threatened before any Governmental Authority or arbitrator that (i) would be reasonably expected to be adversely determined, and if so determined would be reasonably expected to have a Material Adverse Effect except as set forth on Schedule 4.01(f) hereto, or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the Transaction applicable to the General Partner or such Loan Party, and there has been no material adverse change in the status, or financial effect on the General Partner, any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (i) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2004 and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Deloitte & Touche LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2005, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer (or person performing similar functions) of the managing general partner of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender Party, fairly present, subject, in the case of said balance sheet as at September 30, 2005, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower 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 December 31, 2004, there has been no Material Adverse Change. (ii) The Consolidated balance sheet of the MLP and its Subsidiaries as at December 31, 2005 and the related Consolidated statement of income and Consolidated statement of cash flows of the MLP and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Deloitte & Touche LLP, independent public accountants, copies of which have been furnished to each amendment thereto provided Lender Party, fairly present the Consolidated financial condition of the MLP and its Subsidiaries as at such date and the Consolidated results of operations of the MLP and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. (h) The Consolidated and consolidating forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries delivered to the Lender Parties in the Information Memorandum prior to the Effective Date and pursuant to Section 3.01(b5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial performance. (i) Neither the Information Memorandum nor any other written information, exhibit or report furnished by or on behalf of any Loan Party to any Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents nor the information contained in the MLP’s public filings (as updated from time to time), when taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading in light of the circumstances under which the same were made. (j) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (k) Neither the Borrower nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Transaction Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (l) Neither the Borrower nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (m) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (n) (i) Set forth on Schedule 4.01(n) hereto is a complete and accurate list of all Plans and Multiemployer Plans.

Representations and Warranties of the Borrower. The Except as noted, the Borrower represents and warrants warrants, as of the date of the Original Agreement, the date hereof, the Effective Date and the Borrowing Date (provided, that each representation and warranty as to Hylsamex and its Subsidiaries is made as of the date hereof and, to the extent expressly stated below and with respect to clauses (f), (g) (other than clause (ii) thereof) and (r), as of the Effective Date and as of the Borrowing Date, solely to the extent of the Borrower’s actual knowledge and (other than as of the date hereof) after due diligence with respect to such matters) as follows: (a) Each Loan Party of the Borrower and each of its Subsidiaries Relevant Subsidiary (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and and, to the extent applicable, in good standing as a foreign corporation, company or limited partnership 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a partyconducted, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which extent as it could not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the date of the Original Agreement, all of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable and are owned by the Persons described in Schedule 4.01(a) free and clear of all Liens. As of the Effective Date and the Borrowing Date, all of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable and are owned by the Persons described in Schedule 4.01 (a) free and clear of all Liens, except those created under the Collateral Documents. As of the Effective Date and as of the Borrowing Date, the Borrower is a company registered under the BVIBC Act. (b) The execution, delivery and performance by the Borrower of the Loan Documents and the Acquisition Documents, by Siderar of the Siderar Term Loan and the Shareholders’ Agreement and by Basilea of the Shareholders’ Agreement, and the consummation of the transactions contemplated hereby and thereby, are or when executed and delivered hereunder will be, within the Borrower’s, Siderar’s or Basilea’s, as the case may be, corporate powers, have been, or will have been (as applicable), duly authorized by all necessary corporate action, and do not or will not (as applicable) (i) contravene (A) the Borrower’s Memorandum or Articles of Association or any Relevant Subsidiary’s charter or by-laws, (B) any law, regulation or decree binding on or affecting the Borrower or any Relevant Subsidiary or any of their respective properties or (C) any contractual restriction under any contract, agreement, instrument or other document binding on or affecting the Borrower or any Relevant Subsidiary, and (ii) 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 any of its Relevant Subsidiaries. (c) Set forth on Schedule 4.01(b4.0 l(c) hereto is a complete and accurate list of the Loan Parties and their direct all Relevant Subsidiaries as of the Effective DateBorrower, showing as of the date of the Original Agreement, the Effective Date hereof and the Borrowing Date (as to each such Person Subsidiary) the jurisdiction of its organizationorganization or incorporation, the number of shares, shares or other membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan PartyBorrower and the number of shares or other membership interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights. All of the outstanding Equity Interests in each Subsidiary Guarantor the Borrower’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Relevant Subsidiaries free and clear of all Liens. As , except the Liens listed on Schedule 1.01-D. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery and performance by the Borrower or any Relevant Subsidiary of this Agreement or any other Loan Document or Acquisition Document to which it is a party, (ii) the grant by the Borrower of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) as of the date hereof in connection with the Mexican Offer, approval of the Comisión Nacional Bancaria y de Valores, the Comisión Federal de Competencia and the Comisión Nacional de Inversiones Extranjeras, each of which has, as of the Effective Date and the Borrowing Date, been obtained and remains in full force and effect and, in connection with the enforcement of the Collateral Documents, approval from the Comisión Federal de Competencia and, if applicable, the Comisión Nacional de Inversiones Extranjeras and the Comisión Nacional Bancaria y de Valores, and (ii) unless the Zoompart Succession shall have occurred, an entry should be made on the register of mortgages and charges of the Borrower maintained at its registered office to protect the priority of any Lien created under the Loan Documents. (e) This Agreement and each other Loan Document and each Acquisition Document, other than, as of the date hereof, the copy Stock Pledge Agreement and the Shareholders’ Agreement, have been, and each of the charter Stock Pledge Agreement and the Shareholders’ Agreement when delivered hereunder on or prior to the Borrowing Date will have been, duly executed and delivered by the Borrower and each Relevant Subsidiary party thereto. Each Loan Document and each Acquisition Document is, and each of the Stock Pledge Agreement and the Shareholders’ Agreement when delivered hereunder on or prior to the Borrowing Date will be, the legal, valid and binding obligation of the Borrower and each Relevant Subsidiary Guarantor party thereto, enforceable against the Borrower and each amendment Relevant Subsidiary party thereto provided pursuant in accordance with its terms, subject to Section 3.01(b)bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Representations and Warranties of the Borrower. and the ------------------------------------------------------ Parent Guarantor. The Borrower and the Parent Guarantor each represents and ---------------- warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporationcorporation 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, company except where the failure to so qualify or limited partnership be licensed could not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals) 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 common stock of the Parent Guarantor has been validly issued, is fully paid and non-assessable and is owned by the Investor Group in the amounts and types specified in Part I of Schedule 4.01(a) hereto free and clear of all Liens. All of the outstanding preferred stock of the Parent Guarantor is owned by the Investor Group in the amounts and types specified in Part I of Schedule 4.01(a) hereto free and clear of all Liens. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable and is owned by the Parent Guarantor in the amounts and types specified in Part II of Schedule 4.01(a) hereto 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 of the Initial Extension of Credit (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 of the Initial Extension of Credit 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 as of the date of the Initial Extension of Credit. All of the outstanding capital stock of all of each Loan Party's 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, except those created under the Loan Documents. Each such Subsidiary (i) is a corporation duly organized, validly existing and in 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, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. (c) The execution, delivery and (B) execute, deliver and perform its obligations under the performance by each Loan Documents Party of each Transaction Document to which it is or is to be a party, except in each case referred to in clauses and the consummation of the Refinancing and the other transactions contemplated by the Transaction Documents, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iii)(Aiv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any failures Lien upon or with respect to be so organizedany of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, existingrule, qualified to do business regulation, order, writ, judgment, injunction, decree, determination or award or in good standing breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or to have such power and authority other instrument, the violation or breach of which could not be reasonably be expected, individually or in the aggregate, likely to have a Material Adverse Effect. (bd) 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 any Loan Party of any Transaction Document to which it is or is to be a party, or for the consummation of the Refinancing or the other transactions contemplated by the Transaction Documents, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) other than in connection with the proper filing and recordation of the Collateral Documents or (iv) the exercise by the Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. All applicable waiting periods in connection with the Refinancing and the other transactions contemplated by the Transaction Documents have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Refinancing or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each other Transaction Document when executed and delivered will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Transaction Document when delivered will be, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors' rights or by equitable principles generally. (f) The Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as at January 30, 1998 and the related Consolidated and consolidating statements of income and a Consolidated statement of cash flow of the Parent Guarantor and its Subsidiaries for the fiscal year then ended, accompanied, as to such Consolidated financial statements, by an unqualified opinion of Ernst & Young LLP, independent public accountants, and the Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as at March 7, 1998 and the related Consolidated and consolidating statements of income and a Consolidated statement of cash flow of the Parent Guarantor and its Subsidiaries for the one month then ended, as to all such financial statements, duly certified by the chief financial officer of the Parent Guarantor, copies of which have been furnished to each Lender Party, fairly present, subject, in the case of said balance sheet as at March 7, 1998, and said statements of income and cash flow for the one month then ended, to year-end audit adjustments, the Consolidated financial condition of the Parent Guarantor and its Subsidiaries as at such dates and the results of operations of the Parent Guarantor and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis. Since January 30, 1998 there has been no Material Adverse Change. (g) The Consolidated forecasted balance sheets, statements of income and statements of cash flow of the Parent Guarantor and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(k)(xiv) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of conditions existing at the time of delivery of such forecasts and at the time of the Initial Extension of Credit, and represented the Parent Guarantor's best estimate of its future financial performance. (h) Neither the Information Memorandum nor any other information, exhibit or report (excluding any financial projections), taken as a whole, furnished by or on behalf of any Loan Party or any of its Subsidiaries to the Agent or any Lender Party in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading in light of the circumstances under which such information was provided and on the date of the Initial Extension of Credit. (i) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of any Loan Party, threatened 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 the Refinancing or any Transaction Document or the consummation of the transactions contemplated by the Transaction Documents. (j) No proceeds of any Advance or drawings under any Letter of Credit will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (k) No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) Set forth on Schedule 4.01(b4.01(l) hereto is a complete and accurate list of the Loan Parties and their direct Subsidiaries as of the Effective Date, showing as end of the Effective Date hereof as to each such Person the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear immediately preceding fiscal quarter of all Liens. As of the date hereofPlans, the copy of the charter of the Borrower Multiemployer Plans and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)Welfare

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Subsidiaries (i) is a Person (other than a natural person and with respect to the Borrower only, is a corporation, limited liability company or limited partnership partnership) duly organized, validly existing and (to the extent applicable in the jurisdiction of its formation) in good standing under the laws of the jurisdiction of its organizationformation, (ii) is duly qualified and in good standing as a foreign corporation(to the extent such concept exists) under the laws of each jurisdiction where its ownership, company lease or limited partnership in each other jurisdiction in which it owns operation of properties or leases property or in which the conduct of its business as currently conducted requires it to so qualify or be licensed such qualification and (iii) has all requisite corporate, limited liability company company, partnership or partnership (as applicable) other organizational power and authority (including and has all permitsrequisite Governmental Authorizations, approvalsin each case, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted currently conducted; except in each case referred to in clause (i) (other than with respect to the Borrower), (ii) or (iii) to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution, delivery and as proposed to be conducted and (B) execute, deliver and perform its obligations under performance by the Loan Documents Borrower of each Credit Document to which it is a party, and the consummation of the financing transactions evidenced by each Credit Document to which it is a party, are within the Borrower’s corporate, limited liability company, limited partnership or other organizational powers, have been duly authorized by all necessary corporate, limited liability company, limited partnership or other organizational action, and do not (i) contravene the Borrower’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board), order, writ, judgment, injunction, decree, determination or award of any Governmental Authority to which such Person is a party or subject, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any loan agreement, indenture, mortgage, deed of trust, material lease or other material contract or instrument binding on the Borrower, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries, except in each case with respect to any violation, conflict, breach, default or requirement referred to in clauses (ii) or (iii)(Aiii) for any failures to be so organizedthe extent that such violation, existingconflict, qualified to do business breach, default or in good standing or to have such power and authority which could requirement would not reasonably be expectedexpected to have, individually or in the aggregate, have a Material Adverse Effect. (bc) Set forth on Schedule 4.01(b) hereto No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by, or enforcement against, the Borrower of any Credit Document to which it is a list party or any extension of credit hereunder, except for (i) with respect to the transfer, directly or indirectly, of the Loan Parties Equity Interests of any Broker-Dealer Subsidiary, giving all necessary notices to third parties and their direct obtaining all necessary Governmental Authorizations in connection with such exercise of remedies or transfer including, without limitation, to the extent required under the Financial Industry Regulatory Authority’s NASD Rule 1017 or any similar rule under the Commodities Exchange Act, (ii) the Governmental Authorizations, notices and filings that have been duly obtained, taken, given or made, as applicable, and are in full force and effect and (iii) those Governmental Authorizations, notices and filings the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) This Agreement has been, and each other Credit Document when delivered hereunder will have been, duly executed and delivered by the Borrower party thereto. This Agreement is, and each other Credit Document when delivered hereunder will be, the legal, valid and binding obligation of the Borrower party thereto, enforceable against the Borrower in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (e) Except as set forth in the financial statements referred to in Section 3.01(f), there is no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened in writing before any Governmental Authority or arbitrator that (i) would reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Credit Document or the consummation of the financing transactions evidenced hereby and by the other Credit Documents. (f) The audited Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2016, and the related audited Consolidated statement of income and audited Consolidated statement of cash flows of the Borrower and its Subsidiaries for the Fiscal Year then ended (including the related schedules and notes thereto), accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower’s FOCUS-II Report for the fiscal quarter ended December 31, 2016 is true and complete in all material respects. Since September 30, 2016, no event, change or condition has occurred and is continuing that has had, or would reasonably be expected to have, a Material Adverse Effect. (g) [Reserved]. (h) The Information Memorandum and any of the other reports, financial statements, certificates or other written information, other than forward-looking statements (including any projections) and information of a general economic or general industry nature, made available to the Administrative Agent or any Lender by the Borrower or any representative of the Borrower in connection with the transactions contemplated hereby on or prior to the date that was one Business Day prior to the Effective Date, when taken as a whole, together with all information contained in publicly available regular or periodic reports filed by the Borrower with the SEC during the period from September 30, 2016 to and including the date that was one Business Day prior to the Effective Date, is (as of the Effective Date, showing ) correct in all material respects and does not (as of the Effective Date hereof Date) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as to each such Person the jurisdiction of its organizationa whole, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All not materially misleading in light of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issuedcircumstances under which such statements were made. (i) No proceeds of any Loan will be used for any purpose that violates the provisions of Regulation T, are fully paid and non-assessable and are owned by the Borrower U or one or more of its Subsidiaries free and clear of all Liens. As X of the date hereofBoard, as in effect from time to time. (j) The Borrower is not, nor is it required to be, registered as an “investment company” under the copy Investment Company Act of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant 1940, as amended. (k) (i) No ERISA Event has occurred or is reasonably expected to Section 3.01(b)occur with respect to any Plan which could reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as followsto each Bank Lender Party that: (a) Each Loan Party of the Borrower and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationformation, (ii) is duly qualified to do business and in good standing as a foreign corporation, company or limited partnership 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 and (iii) has all requisite corporate, corporate or limited liability company or partnership (as applicable) power and authority (including all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) executeconducted, deliver and perform its obligations under except, in the Loan Documents to which it is a party, except in each case referred to in of clauses (ii) and (iii) only, where the failure to so qualify or (iii)(A) for any failures to be so organizedlicensed, existing, qualified to do business or in good standing or to have such power and authority which authority, could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable and, except for the ML Interest, are owned by the Parent free and clear of all Liens, other than Liens for taxes, assessments and governmental charges or levies. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the Loan Parties and their direct all Subsidiaries as of the Effective DateBorrower, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationformation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly Interests, the identity of each owner thereof and the number of shares covered by all outstanding options, warrants, rights of conversion or indirectly) by purchase and similar rights at the applicable Loan Partydate hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor (i) the Borrower's Subsidiaries (other than AGC) have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents and (ii) AGC have been validly issued, are fully paid and non-assessable and are owned by the Borrower (as to 77.03%), free and clear of all Liens, or by MPC (as to 22.97%). (c) The execution, delivery and performance by each Loan Party of each Relevant Document to which it is or is to be a party, and the consummation of the Transaction, are within such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not and will not (i) contravene such Loan Party's Constituent Documents, (ii) violate any law, rule, regulation (including Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party or any of its properties (including any limitations on the granting of Liens contained in the Bond Instruments) or (iv) except for the Liens created under the Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the Assets of any Loan Party. As No Loan Party 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 expected 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 any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Relevant Document to which it is or is to be a party, or for the consummation of the Transaction, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority nature thereof (as stated in the relevant Collateral Document and in Section 2.02(d) of the Security Agreement), other than (A) filing of the financing statements duly completed for filing under the Uniform Commercial Code covering the Collateral described in the Collateral Documents (and upon the filing of such financing statements in the relevant jurisdictions, all authorizations, approvals, actions by, and notices to or filings with, any Governmental Authority required for the perfection of the Liens created by the Collateral Documents (including the required priority nature thereof), other than the Other Perfection Requirements, shall have been duly obtained, taken and filed) and (B) the Other Perfection Requirements or (iv) the exercise by any Secured Party of its rights under the Financing Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (1) the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) (the "Governmental Approvals"), all of which have been duly obtained, taken, given or made, are in full force and effect, are held in the name of a Loan Party, are not subject to appeal (except in the case of the Securities and Exchange Commission Order dated February 21, 2003, as provided in Section 24 of PUHCA), intervention, rehearing, reconsideration, or similar proceeding and are free from any conditions or requirements that have not been satisfied, and are required to be satisfied, on or prior to the dates as of which this representation and warranty is made or reaffirmed, (2) the filing of the financing statements duly completed for filing under the Uniform Commercial Code covering the Collateral described in the Collateral Documents, (3) the Other Perfection Requirements and (4) all other authorizations, approvals, actions, notices and filings required under Applicable Law for any exercise of possessory remedies with respect to the Collateral (including with respect to foreclosure proceedings). All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties to create any Lien on any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each other Relevant Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Relevant 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, except to the extent limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. (f) There is no action, suit, investigation, litigation or proceeding affecting any Borrower Group Member, including any Environmental Action, pending or threatened before any Governmental Authority that (i) could reasonably be expected to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) affects or purports to affect the legality, validity or enforceability of any Financing Document or the consummation of the Transaction, and there has been no material adverse change, with respect to any Borrower Group Member, in respect of the Disclosed Litigation described on Schedule 4.01(f). (g) (i) Subject to Accounting Review Adjustments, each of the financial statements of the Borrower delivered by it to the Representative Agents pursuant to Sections 3.01(e) and 5.04(b) and (c) is true, complete and correct in all respects as of the date hereofof such statement, has been prepared in accordance with GAAP (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes), and fairly presents the Borrower's financial condition and results of operations as of the date thereof. Except as (i) previously disclosed publicly by the Parent or any of its Subsidiaries or (ii) set forth in Schedule 4.01(g), there are no liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due, but not including any liabilities or obligations that would not be required to be disclosed in a financial statement, including the footnotes thereto, pursuant to GAAP, for the period to which such financial statements relate) that could reasonably be expected to have a Material Adverse Effect. Except as (i) previously disclosed publicly by the Parent or any of its Subsidiaries or (ii) set forth in Schedule 4.01(g), since the date of its most recent financial statements delivered under this Agreement, no event, condition, occurrence or circumstance has existed or has occurred and is continuing which could reasonably be expected to have a Material Adverse Effect. Except as (i) previously disclosed publicly by the Parent or any of its Subsidiaries or (ii) set forth in Schedule 4.01(g), the copy Borrower does not know of any reasonable basis for the assertion against it or any of its property or assets of any liability or obligation of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) that is not fully reflected in such financial statements which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (ii) The Consolidated forecasted balance sheet, statement of income, statement of cash flows and cash receipts and cash disbursements statement set forth in the Business Plan were prepared in good faith on the basis of the charter assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, a reasonable good faith estimate of future financial performance by the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)its Subsidiaries.

Representations and Warranties of the Borrower. The Each of Group and the Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. Each such Subsidiary (i) is a corporation duly organized or a limited liability corporation duly formed, validly existing and in 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 would not 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. (c) The execution, delivery and performance by each Loan Party of this Agreement, the Notes and each other Loan Document to which it is or is to be a party, and the consummation of the transactions contemplated hereby, are within such Loan Party. All '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 Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the outstanding Equity Interests Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in each Subsidiary Guarantor have been validly issuedthe breach of, are fully paid and non-assessable and are owned by the Borrower or one constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or more other instrument binding on or affecting any Loan Party, any of its Subsidiaries free or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is or would be reasonably likely to have a Material Adverse Effect. (d) No authorization or approval or other action by, and clear no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement, the Notes or any other Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated hereby. (e) This Agreement has been, and each of the Notes and each other Loan 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 and each other Loan 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, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). (f) The Consolidated balance sheets of Group and its Subsidiaries as at January 7, 1995, and the related Consolidated statements of operations, stockholders' equity and cash flow of Group and its Subsidiaries for the fiscal years then ended, accompanied by an opinion of Ernst & Young, independent public accountants, and the Consolidated balance sheet of Group and its Subsidiaries as at July 8, 1995, and the related Consolidated statements of operations, stockholders' equity and cash flow of Group and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of Group, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at July 8, 1995, and said statements of operations, stockholders' equity and cash flow for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of Group and its Subsidiaries as at such dates and the Consolidated results of the operations of Group and its Subsidiaries for the periods ended on such dates, all Liens. in accordance with generally accepted accounting principles applied on a consistent basis, and since January 7, 1995, there has been no Material Adverse Change. (g) The Consolidated forecasted balance sheets and statements of operations, stockholders' equity and cash flows of Group and its Subsidiaries delivered to the Lenders pursuant to Section 3.01(h)(viii) or 5.01(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in the light of conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's best estimate of its future financial performance, provided, however, that such forecasts do not constitute a guaranty of future financial performance. (h) Neither the Information Memorandum (excluding the analyst's report contained therein which was not furnished by the Borrower) nor any other written information, exhibit or report furnished by any Loan Party to any Agent or Lender Party in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading (after giving effect to any supplemental information that is furnished to such Agent or Lender Party which updates, amends or modifies the information set forth therein). (i) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby or (ii) is or would be reasonably likely to have a Material Adverse Effect. (j) No proceeds of any Advance will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its ERISA Affiliates. (m) As of the last annual actuarial valuation date, the funded current liability percentage, as defined in Section 302(d)(8) of ERISA, of each Plan exceeds 90% and there has been no material adverse change in the funding status of any such Plan since such date. (n) Neither any Loan Party nor any of its ERISA Affiliates has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (o) Neither any Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (p) As of the date hereof, the copy aggregate annualized cost (including, without limitation, the cost of insurance premiums) with respect to post-retirement benefits under Welfare Plans for which the Loan Parties and their Subsidiaries are liable does not exceed $5,000,000. (q) Except as described on Schedule 4.01(q): (i) the operations and properties of each Loan Party and each of its Subsidiaries comply with all applicable Environmental Laws and all Environmental Permits have been obtained and are in effect for the operations and properties of each Loan Party and its Subsidiaries and each Loan Party and its Subsidiaries are in compliance with all such Environmental Permits, except for such noncompliance with applicable Environmental Laws or Environmental Permits or failure to have obtained Environmental Permits as would not be reasonably likely to have a Material Adverse Effect and (ii) no circumstances exist that are or would be reasonably likely to (i) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, that, in each case, would reasonably be likely to have a Material Adverse Effect. (r) Except as described on Schedule 4.01(r), none of the charter properties of any Loan Party or any of its Subsidiaries is listed or, to the Borrower's knowledge, proposed for listing on the National Priorities List under CERCLA or any analogous state list of sites requiring investigation or cleanup, and no underground storage tanks, as such term is defined in 42 U.S.C.Section 6991, are located on any property of any Loan Party or any of its Subsidiaries in violation of any applicable Environmental Laws. (s) Except as described on Schedule 4.01(s), neither any Loan Party nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Materials to any location that is listed or proposed for listing on the National Priorities List under CERCLA or any analogous state list, Hazardous Materials have not been generated, used, treated, handled, stored or disposed of on, or released or transported to or from, any property of any Loan Party or any of its Subsidiaries, by any Loan Party or any of its Subsidiaries or, to the knowledge of the Borrower Borrower, by any other third party, except in material compliance with all applicable Environmental Laws and Environmental Permits, and all other wastes generated at any such properties by any Loan Party or any of its Subsidiaries or, to the knowledge of the Borrower, by any other third party, have been disposed of in compliance with all Environmental Laws and Environmental Permits, except, in each of the above circumstances, where actions or activities not in conformance with this representation would not be reasonably likely to have a Material Adverse Effect. (t) Each of Group and each Subsidiary Guarantor of its Subsidiaries has filed all income tax returns (federal, state, local and each amendment thereto foreign) required to be filed by it, and all other material tax returns (federal, state, local and foreign), and has paid or caused to be paid all taxes shown thereon to be due for the periods covered thereby, including interest and penalties, or provided pursuant reserves for payment thereof to Section 3.01(b)the extent required under GAAP, other than taxes being contested in good faith and by appropriate proceedings with respect to which adequate reserves in accordance with GAAP have been established and except where failure to so file or pay would not have a Material Adverse Effect. (u) Neither any Loan Party nor any of its Subsidiaries is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Restricted Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) subject to Section 5.01(r)(i), is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permits, approvals, licenses or other authorizations) Governmental Authorizations to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under conducted. All of the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or outstanding Equity Interests in the aggregateBorrower have been validly issued and are fully paid, have a Material Adverse Effectnon-assessable and owned free and clear of all Liens, and the Kojaian Group has the power to vote or direct the voting of securities having at least 51% of the voting power for the election of directors of the Borrower. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof, and indicating as to each Subsidiary whether such Subsidiary is a Domestic Subsidiary, Foreign Subsidiary, Restricted Subsidiary or Unrestricted Subsidiary, as appropriate. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereofTransaction, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Restricted Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Restricted Subsidiaries. No Loan Party or any of its Restricted 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. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the Transaction, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Administrative Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. (e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the copy legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms. (f) There is no action, suit, investigation, litigation or proceeding affecting the Borrower or any other Loan Party or any of their properties or revenues, including any Environmental Action, pending or threatened before any Governmental Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the charter transactions contemplated thereby, and there has been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (g) The Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2003, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2004, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender Party, fairly present, subject, in the case of said balance sheet as at March 31, 2004, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, and since June 30, 2003, there has been no Material Adverse Change. (h) The Consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at March 31, 2004, and the related Consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each amendment thereto provided Lender Party, fairly present the Consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (i) The Consolidated forecasted balance sheet, statement of income and statement of cash flows of the Borrower and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(b)3.01(a)(viii) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial performance. (j) No information, exhibit or report furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) Neither any Loan Party nor any of its Restricted Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Restricted Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (m) Neither any Loan Party nor any of its Restricted Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (n) All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (o) Each Loan Party is, individually and together with its Restricted Subsidiaries, Solvent. (p) (i) Set forth on Schedule 4.01(p) hereto is a complete and accurate list of all Plans and Welfare Plans.

Representations and Warranties of the Borrower. The On the date of each Credit Extension as provided in Section 3.03, the Borrower represents and warrants as follows: (ai) Each Loan Party and each of its Subsidiaries (i) Obligor is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation or organization and, except where the failure to be so (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. (ii) Each Immaterial Subsidiary is duly qualified organized, validly existing and in good standing as a foreign corporation, company or limited partnership in each other jurisdiction in which it owns or leases property or in which under the conduct laws of its jurisdiction of incorporation or organization and is qualified to do business requires it to so qualify or be licensed in, and (iii) has all requisite corporateis in good standing in, limited liability company or partnership (as applicable) power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it every jurisdiction where such qualification is a partyrequired, except in each case referred to in clauses (ii) or (iii)(A) for any failures where the failure to be so organized, existing, in good standing or qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, (individually or in the aggregate), would not reasonably be expected to have a Material Adverse Effect. (b) Set forth on Schedule 4.01(b) hereto The execution, delivery and performance by each of the Obligors of each Loan Document to which it is a list party, and the consummation of the transactions contemplated hereunder and thereunder, are within such Obligor’s corporate or other organizational powers, have been, or will be when delivered hereunder, duly authorized by all necessary corporate or other organizational action, and do not (i) contravene the charter or by-laws of such Obligor, (ii) violate any law, rule, regulation, order, writ, judgment, determination or award binding on or affecting such Obligor except where such violation, individually and together with all other such violations, would not reasonably be expected to (A) require payments by such Obligor of $100,000,000 or more or (B) have a Material Adverse Effect or (iii) conflict with or result in the breach of, or constitute a default under, any agreement or instrument binding on or affecting such Obligor except where such conflict, default or breach, individually, and together with all other such conflicts, defaults or breaches, would not reasonably be expected to (A) require payments by such Obligor of $100,000,000 or more or (B) have a Material Adverse Effect. (c) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by the Borrower and each other Obligor, as applicable. This Agreement is, and the other Loan Documents when delivered hereunder will be, legal, valid and binding obligations of each Obligor party thereto, enforceable against such Obligor in accordance with their respective terms; subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. (d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, or any third party that is a party to any agreement or instrument binding on any of the Obligors (other than those that have been, or on the Effective Date will be, duly obtained or made and which are, or on the Effective Date will be, in full force and effect, and other than any filings, registrations, recordings or other actions required to perfect the security interests granted by or under any Loan Document) is required for the due execution, delivery or performance by such Obligor of this Agreement or any other Loan Document to which such Obligor is a party except where the failure to obtain such authorization or approval or to take such action by or give or file such notice with any third party that is a party to any agreement or instrument binding on any of the Obligors could not reasonably be expected to have a Material Adverse Effect. (e) Schedule III sets forth the name of, and the ownership interest of the Borrower and its applicable Subsidiaries in, each Subsidiary of the Borrower as of the Initial Borrowing Date. (f) There is no pending or, to the knowledge of the Borrower, threatened in writing action, suit, investigation, litigation or proceeding, including any Environmental Action, affecting any Obligor or any of their respective Subsidiaries before any court, governmental agency or arbitrator, that could reasonably be expected to (i) have a Material Adverse Effect, or (ii) adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. (g) No information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation of the Loan Parties and their direct Subsidiaries as Documents (including but not limited to the Information Memorandum) or pursuant to the terms of the Effective DateLoan Documents (other than financial projections and information of a general economic nature), showing taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, taken as a whole, not misleading in light of the Effective Date hereof as circumstances under which such statements were made; and all financial projections that have been provided by or on behalf of the Borrower to the Agent or any Lender were prepared in good faith based on assumptions believed to be reasonable when made (it being understood that such projections are subject to significant uncertainties and contingencies beyond the Borrower’s control, and that no assurance can be given that the projections will be realized). (h) Following application of the proceeds of each Advance, Swingline Loan and Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or Section 5.02(c) or subject to any restriction contained in any agreement or instrument between any Obligor and any Lender or any Affiliate of any Lender relating to Debt will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such Person ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. (j) Each of the jurisdiction Borrower and its Subsidiaries has filed or caused to be filed all tax returns which are required to be filed, and all taxes related to such returns and any assessments made against it or any of its organizationrespective properties and all other taxes, the number of shares, membership interests fees or partnership interests (as applicable) of each class other charges imposed on it or any of its Equity Interests authorized, respective properties by any governmental authority (other than those the amount or validity of which is contested in good faith by appropriate proceedings and the number outstanding, with respect to which reserves in conformity with GAAP have been provided on the date hereof and the percentage books of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one its Subsidiaries as the case may be) have been paid, except to the extent the failure to make such filings or more payments would not reasonably be expected to have a Material Adverse Effect. (k) Neither the Borrower nor any of its Subsidiaries free is an “investment company”, or an “affiliated person” of, or “promotor” or “principal underwriter” for an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. (l) Except for such matters individually or in the aggregate that would not reasonably be expected to have a Material Adverse Effect: (i) the operations and clear of all Liens. As of the date hereof, the copy of the charter properties of the Borrower and each Subsidiary Guarantor of its Subsidiaries comply with all Environmental Laws, all necessary Environmental Permits have been obtained and each amendment thereto provided pursuant are in effect for the operations and properties of the Borrower and its Subsidiaries and the Borrower and its Subsidiaries are in compliance with all such Environmental Permits, and (ii) no circumstances exist that could be reasonably likely to Section 3.01(b)(A) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their respective properties, or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law. (i) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted, to utilize such properties for their intended purposes or which would not reasonably be expected to have a Material Adverse Effect. (ii) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationformation, (ii) is duly qualified and in good standing as a foreign corporation, corporation or company or limited partnership 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 expected to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permits, approvals, licenses or other authorizations) Governmental Authorizations to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Restatement Effective Date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationformation, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Restatement Effective Date and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights as of the Restatement Effective Date. All of the outstanding Equity Interests (other than the Equity Interests in each Subsidiary Guarantor Virginia PCS Alliance, L.C., VITAL and NH Licenses LLC that are not owned by any Loan Party or any of its Subsidiaries) have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, and the consummation of the date hereofTransaction, are within such Loan Party’s corporate, limited liability company or limited partnership (as applicable) powers, have been duly authorized by all necessary corporate, limited liability company or limited partnership (as applicable) action, and do not (i) contravene such Loan Party’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents and the Second Lien Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy violation or breach of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant which could be reasonably expected to Section 3.01(b)have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and (to the extent applicable in the jurisdiction of its formation) in good standing under the laws of the jurisdiction of its organizationformation, (ii) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, is duly qualified and in good standing as a foreign corporation, corporation or company or limited partnership 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, all permits, approvals, licenses or other authorizationsGovernmental Authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b3.01(b) hereto is a complete and accurate list of all Subsidiaries of the Loan Parties and their direct Subsidiaries Borrower as of the Effective Datedate hereof, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationformation, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan PartyBorrower 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 Equity Interests in each Subsidiary Guarantor the Borrower’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens, except Permitted Encumbrances. (c) The execution, delivery and performance by the Borrower of each Credit Document to which it is or is to be a party, and the consummation of the financing transactions evidenced by each Credit Document to which it is a party, are within the Borrower’s corporate, limited liability company or limited partnership (as applicable) powers, have been duly authorized by all necessary corporate, limited liability company or limited partnership (as applicable) action, and do not (i) contravene the Borrower’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any loan agreement, indenture, mortgage, deed of trust, material lease or other material contract or instrument binding on or affecting the Borrower, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by the Borrower of any Credit Document to which it is or is to be a party, or for the consummation of the financing transactions described herein or (ii) the exercise by the Administrative Agent or any Lender of its rights under the Credit Documents, except with respect to the exercise of any remedies with respect to, or any other transfer of, the Equity Interests of any Broker-Dealer Subsidiary, giving all necessary notices to third parties and obtaining all necessary Governmental Authorizations in connection with such exercise of remedies or transfer including, without limitation, to the extent required under the Financial Industry Regulatory Authority’s NASD Rule 1017 or any similar rule under the Commodities Exchange Act. (e) This Agreement has been, and each other Credit Document when delivered hereunder will have been, duly executed and delivered by the Borrower party thereto. This Agreement is, and each other Credit Document when delivered hereunder will be, the legal, valid and binding obligation of the Borrower party thereto, enforceable against the Borrower in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (f) Except as set forth in the financial statements referred to in Section 3.01(g), there is no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of the Borrower, threatened before any Governmental Authority or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Credit Document or the consummation of the financing transactions evidenced hereby and by the other Credit Documents. (g) The audited Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2013, and the related audited Consolidated statement of income and audited Consolidated statement of cash flows of the Borrower and its Subsidiaries for the Fiscal Year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis. The Borrower’s FOCUS-II Report for the fiscal quarter ended December 31, 2013 is true and complete in all material respects. The Borrower’s FOCUS-II Report for the fiscal quarter ended March 31, 2014 is true and complete in all material respects. All such audited financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Since September 30, 2013, there has been no Material Adverse Effect. (h) [Reserved]. (i) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other written information, other than forward-looking information (including any projections) and information of a general economic or general industry nature, furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered or made available hereunder (as modified or supplemented by other information so furnished, and all filings of the Borrower or any of its Subsidiaries that have been made with the SEC), taken as a whole, when furnished contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading. (j) No proceeds of any Loan will be used for any purpose that violates, or which is inconsistent with, the provisions of Regulation T, U or X of the Board, as in effect from time to time. (k) The Borrower is not, nor is it required to be, registered as an “investment company” under the Investment Company Act of 1940, as amended. Neither the making of any Loans, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Credit Documents, will violate any provision of any such Act or any rule, regulation or order of the SEC thereunder. (l) As of the date hereofEffective Date, the copy Borrower and its Subsidiaries are, taken as a whole, Solvent. (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which could reasonably be expected to result in a Material Adverse Effect. (ii) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Single Employer Plan, copies of which have been filed with the IRS and will be made available to the Lenders upon a written request to the Borrower, is complete and accurate in all material respects and fairly presents the funding status of such Single Employer Plan. (iii) Neither the Borrower nor any ERISA Affiliate has incurred or to the knowledge of the charter Borrower or ERISA Affiliate, is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which could reasonably be expected to result in a Material Adverse Effect. (iv) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the knowledge of the Borrower or ERISA Affiliate, no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (n) The operations and properties of the Borrower and each Subsidiary Guarantor of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, and, to the Borrower’s knowledge, no circumstances exist that could form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their properties that could reasonably be expected to have a Material Adverse Effect. (o) The Borrower and each amendment thereto provided pursuant of its Subsidiaries and Affiliates has filed, has caused to Section 3.01(b)be filed or has been included in all Federal and State and other material Tax returns required to be filed by it and has paid all Taxes due, except (i) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (p) The Borrower (i) is a broker and dealer subject to the provisions of Regulation T of the Board, (ii) maintains procedures and internal controls reasonably designed to ensure compliance with the provisions of Regulation T, (iii) is a member in good standing of FINRA and (iv) is duly registered as a broker dealer with the SEC and in each state where the conduct of a material portion of its business requires such registration. (q) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption/Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption/Anti-Money Laundering Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Loan, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption/Anti-Money Laundering Laws or applicable Sanctions. (r) The Borrower shall not, and the respective directors, officers, employees and agents of the Borrower and its Subsidiaries shall not use, the proceeds of any Loans (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value to any Person, to obtain or retain business, or to secure any improper advantage to any Person, or to engage in money laundering or terrorist finance, in each case in violation of any Anti-Corruption/Anti-Money Laundering Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Representations and Warranties of the Borrower. The Except as otherwise explicitly set forth below, on each of the Execution Date, the Closing Date and on each date an Advance is requested under Section 3.02 or the issuance of a Letter of Credit is requested under Section 2.16, the Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, corporation or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation, company corporation or limited partnership liability company in each jurisdiction other than its jurisdiction of formation 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, corporate (or limited liability company or partnership (as applicablecompany) power and authority (including including, without limitation, all permits, approvals, licenses or other authorizationsGovernmental Authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the conducted. Each Loan Documents to which it Party that is a party, except Liberian corporation is a non-resident domestic corporation as defined in each case the relevant laws of the Republic of Liberia and has no taxable presence or permanent establishment in Liberia as referred to in clauses Section 803 of the Revenue Code of Liberia (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effect2000). (b) (i) Set forth on Schedule 4.01(b) IV hereto is a complete and accurate list of the all Loan Parties and their direct Subsidiaries as of each Loan Party on the Effective Execution Date, showing as of the Effective Date hereof (as to each such Person Subsidiary) the jurisdiction of its organization, the number of shares, membership interests incorporation or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof organization and the percentage ownership interests of each applicable Loan Party in such class Subsidiary. On each date set forth above other than the Execution Date, Schedule IV contains a complete and accurate list of its Equity Interests owned (directly all Loan Parties, the jurisdiction of incorporation or indirectly) by organization and the applicable percentage ownership interests of each Loan Party in such other Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries a Loan Party free and clear of all Liens. As of , except those created under the date hereofCollateral Documents, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)Permitted Liens.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and (B) executenon-assessable and is owned by Parent free and clear of all Liens, deliver and perform its obligations except those created under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse EffectCollateral Documents. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor have Loan Party's Subsidiaries has been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, and the consummation of the date hereofTransaction, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy 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 any Loan Party of any Transaction Document to which it is or is to be a party, or for the consummation of the charter Transaction, (ii) the grant by any Loan Party of the Borrower Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by any Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Hotel Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each Subsidiary Guarantor other Transaction Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each amendment thereto provided other Transaction 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) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened 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 any Transaction Document or the consummation of the Transaction. (g) The Consolidated balance sheet of the Parent and its Subsidiaries as at December 31, 1998, and the related Consolidated statement of income and Consolidated statement of cash flows of the Parent and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, and the Consolidated balance sheet of the Parent and its Subsidiaries as at March 31, 1999, and the related Consolidated statement of income and Consolidated statement of cash flows of the Parent and its Subsidiaries for the three months then ended, duly certified by the Chief Financial Officer of the Parent, copies of which have been furnished to each Lender Party, fairly present, subject, in the case of said balance sheet as at March 31, 1999, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Parent and its Subsidiaries as at such dates and the Consolidated results of operations of the Parent 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 December 31, 1998, there has been no Material Adverse Change. (h) The Consolidated forecasted balance sheet, statement of income and statement of cash flows of the Parent and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(b)3.01(a)(xii) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's good faith estimate of its future financial performance. (i) Neither the Information Memorandum nor any other information, exhibit or report furnished by or on behalf of any Loan Party to any Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents, when taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (j) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (k) Neither any Loan Party nor any of its Subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Transaction Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (l) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that could be reasonably likely to have a Material Adverse Effect. (m) All filings and other actions necessary or desirable to perfect and protect the security interest in the Hotel Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Hotel Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Hotel Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (n) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (o) (i) Set forth on Schedule 4.01(o) hereto is a complete and accurate list of all Plans, Multiemployer Plans and Welfare Plans.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership in each other jurisdiction in (if applicable) which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for each Loan Party and its Subsidiaries (and, in addition, clause (a)(i) as to any Subsidiary that is not a Loan Party) any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effect. (b) Set forth on Schedule 4.01(b) hereto is a list of the Loan Parties and their direct Subsidiaries as of the Effective Date, showing as of the Effective Date hereof as to each such Person the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Effective Date, and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens. As of the date hereofEffective Date, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b3.01(a)

Representations and Warranties of the Borrower. The Borrower Each of Old PJC and New PJC represents and warrants warrants, after giving effect to any Borrowing and the application of the proceeds thereof, as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, as set forth on Schedule 4.01(a), (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership corporation in each other jurisdiction in which it owns or leases property or in which where the conduct of its business requires it failure to so qualify or be licensed would have a Material Adverse Effect, as set forth on Schedule 4.01(a), and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries Party as of the Effective Datedate hereof, indicating those Subsidiaries designated as Material Subsidiaries, and showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, capital stock authorized and the number outstanding, outstanding on the date hereof and hereof, the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by the applicable 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 Equity Interests in each Subsidiary Guarantor have capital stock of all of such Subsidiaries has been validly issued, are is fully paid and non-assessable and are is owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created by the Collateral Documents. As Each such Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction where the failure to so qualify or be licensed would 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. (c) The execution, delivery and performance by each Loan Party of this Agreement, the copy Notes, each other Loan Document and each Related Document to which it is or is to be a party, and the consummation of the Spinoff, the Merger, and the other transactions contemplated hereby and thereby, 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 Securities Exchange Act of 1934), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties in each case so as to have a Material Adverse Effect, or (iv) except for the Liens created by the Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could have a Material Adverse Effect. (d) Except as set forth on Schedule 4.01(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 any 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 Spinoff, the Merger, or the other transactions contemplated hereby or thereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including the first priority nature thereof) or (iv) to the extent permitted by applicable law, the exercise by the Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, all of which have been duly obtained, taken, given or made and are in full force and effect. Except as noted on Schedule 4.01(d), all applicable waiting periods in connection with the Spinoff, the Merger, the other transactions contemplated hereby have expired without any action having been taken by any competent authority restraining, preventing, or imposing materially adverse conditions upon the Spinoff or the Merger, or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each of the Notes, each other Loan Document and each Related Document when delivered 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 except where the enforceability may be affected by bankruptcy or insolvency laws or the application of equitable remedies. (f) The Consolidated and consolidating balance sheets of Old PJC, New PJC and their Subsidiaries, as applicable, and the related Consolidated and consolidating statements of income and cash flows of Old PJC, New PJC and their Subsidiaries, as applicable, as set forth in the Proxy Statement, copies of which have been furnished to each Lender, fairly present, the Consolidated and consolidating financial condition of Old PJC, New PJC and their Subsidiaries, as applicable, as at the dates set forth therein and the Consolidated and consolidating results of the operations of the Borrower and each Subsidiary Guarantor its Subsidiaries for the periods ended on such dates, all in accordance with GAAP, and each amendment thereto provided pursuant to Section 3.01(b)since June 30, 1995, there has been no Material Adverse Change.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under conducted. All of the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or outstanding Equity Interests in the aggregateBorrower have been validly issued, have a Material Adverse Effectand, as of the Effective Date, are fully paid and non-assessable are owned by the Equity Investors and the other Persons identified on Schedule 4.01(a) in the amounts specified on Schedule 4.01(a) hereto free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all direct and indirect Subsidiaries of each Loan Parties and their direct Subsidiaries Party as of the Effective Datedate hereof, showing as of the Effective Date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable such Loan Party (or Subsidiary of such Loan Party, as applicable) 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 Equity Interests in each Subsidiary Guarantor Loan Party's Subsidiaries have been validly issued, are fully paid and non-assessable and are 75 75 owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, and the consummation of the Transaction, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) except as set forth on Schedule 4.01(c), conflict with or result in the breach of, or constitute a default or, other than the Offer to Purchase, require any payment to be made under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. As No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which would be reasonably likely to have a Material Adverse Effect. (d) 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 any Loan Party of any Transaction Document to which it is or is to be a party, or for the consummation of the Transaction, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by any Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (A) the filing of the financing statements and the Intellectual Property Security Agreement delivered to the Administrative Agent pursuant to Section 3.01(a)(ii) in the applicable filing offices, (B) the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and (C) those authorizations or approvals or other actions by, or notices to or filings with, any governmental authority or regulatory body or any third party which are specifically described in Section 5.01(q) which have not been provided, taken or made on or prior to the Post-Closing Perfection Date. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the 76 76 Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Acquisition has been consummated in accordance with the Acquisition Agreement and applicable law. (e) This Agreement has been, and each other Transaction Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Transaction Document when delivered hereunder will be (assuming this Agreement has been duly authorized, executed and delivered by the Lenders), the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (f) Except as set forth on Schedule 4.01, there is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to any Loan Party's knowledge, threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the Transaction, and there has been no change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto except for such changes as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (g) The audited Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1998, and the related audited Consolidated statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, and the unaudited Consolidated balance sheets of the Borrower and its Subsidiaries as at September 30, 1999, and the related unaudited Consolidated statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each Lender Party, fairly present, subject, in the case of said balance sheet as at September 30, 1999, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally 77 77 accepted accounting principles applied on a consistent basis, and since December 31, 1998, there has been no Material Adverse Change. (h) The Consolidated pro forma balance sheets of the Borrower and its Subsidiaries as at September 30, 1999, certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each Lender Party, fairly present the Consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date giving effect to the Acquisition and the Initial Extension of Credit hereunder. The financial statements on which such pro forma financial statements were based and the adjustments made thereto are in accordance with GAAP. (i) The Consolidated forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(a)(xi) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's best estimate of its future financial performance. (j) Neither the Information Memorandum nor any other information, exhibit or report prepared by or on behalf of any Loan Party and furnished to any Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained, as of the date such Information Memorandum, exhibit or report was prepared or furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) Neither any Loan Party nor any of its Subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Subsidiaries is a "holding 78 78 company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Transaction Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (m) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (n) Except for the filings and the other necessary actions(i) specified in Section 5.01(q) to occur on or prior to the Post-Closing Perfection Date, (ii) required in connection with perfecting the Lien of the Security Agreement in (A) any Intellectual Property which is registered in any jurisdiction outside the United States of America, (B) Off-site Goods or (C) any motor vehicles, (iii) to file the financing statements and the Intellectual Property Security Agreement delivered to the Administrative Agent pursuant to Section 3.01(a)(ii) in the applicable filing officers, or (iv) related to perfecting the Lien of the Collateral Documents in Collateral described in Section 5.01(j)(iv)(B), from and after the Closing Date all filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents will have been duly made or taken and be in full force and effect, and from and after such date the Collateral Documents will create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral subject only to the prior Liens and security interests permitted hereunder and under the other Loan Documents, securing the payment of the Secured Obligations. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (o) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (p) (i) Set forth on Schedule 4.01(p) hereto is a complete and accurate list of all Plans, Multiemployer Plans and Welfare Plans of the Borrower as of the date hereof, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b). 79 79

Representations and Warranties of the Borrower. The Borrower ---------------------------------------------- represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 is not reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Significant Subsidiaries of each Loan Parties and their direct Subsidiaries Party as of the Effective Date, showing as of the Effective Date hereof such date (as to each such Person Significant Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests capital stock authorized, and the number of shares outstanding, on the such date hereof and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at such date. All of the outstanding Equity Interests in each Subsidiary Guarantor have capital stock of all of such Significant Subsidiaries has been validly issued, are is fully paid and non-assessable and are is owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As Each such Significant Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction 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 is not reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) The execution, delivery and performance by each Loan Party of this Agreement, the copy Notes and each other Loan Document to which it is or is to be a party, and the incurrence of the obligations provided for herein and therein, 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 bylaws, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is 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 any Loan Party of this Agreement, the Notes or any other Loan Document to which it is or is to be a party, or for the performance of any Loan Document or (ii) the exercise by the Agents or any Lender of its rights under the Loan Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d), all of which have been duly obtained, taken, given or made and are in full force and effect. (e) This Agreement has been, and each of the Notes and each other Loan 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 and each other Loan 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 and consolidating balance sheets of the Borrower and its Subsidiaries as at December 31, 2000, and the related Consolidated and consolidating statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Xxxxxx Xxxxxxxx LLP, independent public accountants (as to such Consolidated financial statements), and the Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at March 31, 2001, and the related Consolidated and consolidating statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender, fairly present, subject, in the case of said balance sheets as at March 21, 2001, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated and consolidating financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated and consolidating results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with United Kingdom generally accepted accounting principles applied on a consistent basis. (g) Since December 31, 2000, there has been no Material Adverse Change. (h) No written information, exhibit or report furnished by any Loan Party to any Agent or any Lender in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made therein not misleading in light of the circumstances under which they were made. (i) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or, to the best knowledge of the Loan Parties, any of its Subsidiaries pending or, to the best knowledge of the Loan Parties, threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the matters described on Schedule 4.01(i) hereto (the "Disclosed Litigation")) and there has -------------------- been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(i) or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby. (j) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or 5.02(d) or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(e) will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). Neither the making of any Advance nor the use of proceeds thereof will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted in or is reasonably expected to result in a Material Adverse Effect. (l) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) required to be filed for each Plan, copies of which have been filed with the Internal Revenue Service and, with respect to each Plan whose funded current liability percentage (as defined in Section 302(d)(8) of ERISA) is less than 100%, furnished to the Lenders, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (m) Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur (i) any liability under Section 4064 or 4069 of ERISA or (ii) any Withdrawal Liability to any Multiemployer Plan that has resulted or would be reasonably likely to result in a Material Adverse Effect. (n) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best knowledge of any Loan Party or any ERISA Affiliate, no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (o) Each Loan Party and each amendment thereto provided pursuant of its Subsidiaries and Affiliates has filed, has caused to Section 3.01(bbe filed or has been included in all tax returns (Federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties. (p) Neither any Loan Party nor any of its Subsidiaries is an "investment company", or a company "controlled by" an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (q) Neither the Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended. (r) Each Subsidiary of the Borrower engaged in advisory or management activities, if any, is duly registered as an investment adviser as and to the extent required under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. Each Subsidiary of the Borrower engaged in the broker-dealer business, if any, is duly registered as a broker-dealer as and to the extent required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder and, as and to the extent required is a member in good standing of the National Association of Securities Dealers, Inc. (s) As of the Effective Date, neither the Borrower nor any of its Subsidiaries is in default and no waiver of default is in effect with respect to the payment of any principal or interest of any Existing Debt for borrowed money. (t) The obligations of each Loan Party under the Loan Documents to which it is a party constitute direct, unconditional and general obligations of such Loan Party that rank and will rank at least pari passu in priority of payment and in all other respects with all other Debt of such Loan Party. (u) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (v) Set forth on Schedule 4.01(v) hereto is a complete and accurate list of all Existing Debt showing as of the date hereof the principal amount outstanding thereunder. (w) The Borrower and each of its Significant Subsidiaries owns or has fully sufficient right to use, free from all material restrictions (other than Permitted Liens), all real and personal (including, without limitation, intellectual) properties that are necessary for the operation of their respective businesses as currently conducted. (x) Except under documents governing any Existing Debt and except for any restrictions under documents governing Debt of a Person that shall be acquired by, or merged with or into, the Borrower or any Subsidiary of the Borrower, no Subsidiary of the Borrower is party to any agreement prohibiting, conditioning or limiting the payment of dividends or other distributions to the Borrower or any of its Subsidiaries or the repayment of Debt owed to the Borrower by any Subsidiary of the Borrower.

Representations and Warranties of the Borrower. The Each of Group and the Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. Each such Subsidiary (i) is a corporation duly organized or a limited liability corporation duly formed, validly existing and in 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 would not 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. (c) The execution, delivery and performance by each Loan Party of this Agreement, the Notes and each other Loan Document to which it is or is to be a party, and the consummation of the transactions contemplated hereby, are within such Loan Party. All '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 Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the outstanding Equity Interests Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in each Subsidiary Guarantor have been validly issuedthe breach of, are fully paid and non-assessable and are owned by the Borrower or one constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or more other instrument binding on or affecting any Loan Party, any of its Subsidiaries free or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is or would be reasonably likely to have a Material Adverse Effect. (d) No authorization or approval or other action by, and clear no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement, the Notes or any other Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated hereby. (e) This Agreement has been, and each of the Notes and each other Loan 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 and each other Loan 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, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). (f) The Consolidated balance sheets of Group and its Subsidiaries as at January 7, 1995, and the related Consolidated statements of operations, stockholders' equity and cash flow of Group and its Subsidiaries for the fiscal years then ended, accompanied by an opinion of Ernst & Young, independent public accountants, and the Consolidated balance sheet of Group and its Subsidiaries as at July 8, 1995, and the related Consolidated statements of operations, stockholders' equity and cash flow of Group and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of Group, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at July 8, 1995, and said statements of operations, stockholders' equity and cash flow for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of Group and its Subsidiaries as at such dates and the Consolidated results of the operations of Group and its Subsidiaries for the periods ended on such dates, all Liens. in accordance with generally accepted accounting principles applied on a consistent basis, and since January 7, 1995, there has been no Material Adverse Change. (g) The Consolidated forecasted balance sheets and statements of operations, stockholders' equity and cash flows of Group and its Subsidiaries delivered to the Lenders pursuant to Section 3.01(h)(viii) or 5.01(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in the light of conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's best estimate of its future financial performance, provided, however, that such forecasts do not constitute a guaranty of future financial performance. (h) Neither the Information Memorandum (excluding the analyst's report contained therein which was not furnished by the Borrower) nor any other written information, exhibit or report furnished by any Loan Party to any Agent or Lender in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading (after giving effect to any supplemental information that is furnished to such Agent or Lender which updates, amends or modifies the information set forth therein). (i) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby or (ii) is or would be reasonably likely to have a Material Adverse Effect. (j) No proceeds of any Advance will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its ERISA Affiliates. (m) As of the last annual actuarial valuation date, the funded current liability percentage, as defined in Section 302(d)(8) of ERISA, of each Plan exceeds 90% and there has been no material adverse change in the funding status of any such Plan since such date. (n) Neither any Loan Party nor any of its ERISA Affiliates has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (o) Neither any Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (p) As of the date hereof, the copy aggregate annualized cost (including, without limitation, the cost of insurance premiums) with respect to post-retirement benefits under Welfare Plans for which the Loan Parties and their Subsidiaries are liable does not exceed $5,000,000. (q) Except as described on Schedule 4.01(q): (i) the operations and properties of each Loan Party and each of its Subsidiaries comply with all applicable Environmental Laws and all Environmental Permits have been obtained and are in effect for the operations and properties of each Loan Party and its Subsidiaries and each Loan Party and its Subsidiaries are in compliance with all such Environmental Permits, except for such noncompliance with applicable Environmental Laws or Environmental Permits or failure to have obtained Environmental Permits as would not be reasonably likely to have a Material Adverse Effect and (ii) no circumstances exist that are or would be reasonably likely to (i) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, that, in each case, would reasonably be likely to have a Material Adverse Effect. (r) Except as described on Schedule 4.01(r), none of the charter properties of any Loan Party or any of its Subsidiaries is listed or, to the Borrower's knowledge, proposed for listing on the National Priorities List under CERCLA or any analogous state list of sites requiring investigation or cleanup, and no underground storage tanks, as such term is defined in 42 U.S.C.Section 6991, are located on any property of any Loan Party or any of its Subsidiaries in violation of any applicable Environmental Laws. (s) Except as described on Schedule 4.01(s), neither any Loan Party nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Materials to any location that is listed or proposed for listing on the National Priorities List under CERCLA or any analogous state list, Hazardous Materials have not been generated, used, treated, handled, stored or disposed of on, or released or transported to or from, any property of any Loan Party or any of its Subsidiaries, by any Loan Party or any of its Subsidiaries or, to the knowledge of the Borrower Borrower, by any other third party, except in material compliance with all applicable Environmental Laws and Environmental Permits, and all other wastes generated at any such properties by any Loan Party or any of its Subsidiaries or, to the knowledge of the Borrower, by any other third party, have been disposed of in compliance with all Environmental Laws and Environmental Permits, except, in each of the above circumstances, where actions or activities not in conformance with this representation would not be reasonably likely to have a Material Adverse Effect. (t) Each of Group and each Subsidiary Guarantor of its Subsidiaries has filed all income tax returns (federal, state, local and each amendment thereto foreign) required to be filed by it, and all other material tax returns (federal, state, local and foreign), and has paid or caused to be paid all taxes shown thereon to be due for the periods covered thereby, including interest and penalties, or provided pursuant reserves for payment thereof to Section 3.01(b)the extent required under GAAP, other than taxes being contested in good faith and by appropriate proceedings with respect to which adequate reserves in accordance with GAAP have been established and except where failure to so file or pay would not have a Material Adverse Effect. (u) Neither any Loan Party nor any of its Subsidiaries is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and (to the extent applicable in the jurisdiction of its formation) in good standing under the laws of the jurisdiction of its organizationformation, (ii) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, is duly qualified and in good standing as a foreign corporation, corporation or company or limited partnership 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, all permits, approvals, licenses or other authorizationsGovernmental Authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b3.01(b) hereto is a complete and accurate list of all Subsidiaries of the Loan Parties and their direct Subsidiaries Borrower as of the Effective Datedate hereof, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationformation, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan PartyBorrower 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 Equity Interests in each Subsidiary Guarantor the Borrower’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower Bororwer or one or more of its Subsidiaries free and clear of all Liens. As , except Permitted Encumbrances. (c) The execution, delivery and performance by the Borrower of each Credit Document to which it is or is to be a party, and the consummation of the date hereoffinancing transactions evidenced by each Credit Document to which it is a party, are within the Borrower’s corporate, limited liability company or limited partnership (as applicable) powers, have been duly authorized by all necessary corporate, limited liability company or limited partnership (as applicable) action, and do not (i) contravene the Borrower’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any loan agreement, indenture, mortgage, deed of trust, material lease or other material contract or instrument binding on or affecting the Borrower, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by the Borrower of any Credit Document to which it is or is to be a party, or for the consummation of the financing transactions described herein or (ii) the exercise by the Administrative Agent or any Lender of its rights under the Credit Documents, except with respect to the exercise of any remedies with respect to, or any other transfer of, the copy Equity Interests of any Broker-Dealer Subsidiary, giving all necessary notices to third parties and obtaining all necessary Governmental Authorizations in connection with such exercise of remedies or transfer including, without limitation, to the extent required under the Financial Industry Regulatory Authority’s NASD Rule 1017 or any similar rule under the Commodities Exchange Act. (e) This Agreement has been, and each other Credit Document when delivered hereunder will have been, duly executed and delivered by the Borrower party thereto. This Agreement is, and each other Credit Document when delivered hereunder will be, the legal, valid and binding obligation of the charter Borrower party thereto, enforceable against the Borrower in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (f) Except as set forth in the financial statements referred to in Section 3.01(h), there is no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of the Borrower, threatened before any Governmental Authority or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Credit Document or the consummation of the financing transactions evidenced hereby and by the other Credit Documents. (g) The audited Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2010, and the related audited Consolidated statement of income and audited Consolidated statement of cash flows of the Borrower and its Subsidiaries for the Fiscal Year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, copies of which have been made available to each Subsidiary Guarantor Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and each amendment thereto provided pursuant its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis. The Borrower’s FOCUS-II Report for the fiscal quarter ended December 30, 2010 is true and complete in all material respects. The Borrower’s FOCUS-II Report for the fiscal quarter ended March 31, 2011 is true and complete in all material respects. All such audited financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Since September 30, 2010, there has been no Material Adverse Effect. (h) [Reserved]. (i) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other written information, other than forward-looking information (including any projections) and information of a general economic or general industry nature, furnished by or on behalf of the Borrower to Section 3.01(bthe Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered or made available hereunder (as modified or supplemented by other information so furnished, and all filings of the Borrower or any of its Subsidies that have been made with the SEC), taken as a whole, when furnished contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading. (j) No proceeds of any Loan will be used for any purpose that violates, or which is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System of the United States, as in effect from time to time. (k) The Borrower is not, nor is it required to be, registered as an “investment company” under the Investment Company Act of 1940, as amended. Neither the making of any Loans, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Credit Documents, will violate any provision of any such Act or any rule, regulation or order of the SEC thereunder. (l) As of the Effective Date, the Borrower and its Subsidiaries are, taken as a whole, Solvent. (m) (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which could reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries The Borrower (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 and where, in each case, failure so to qualify and be in good standing could reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company power (corporate or partnership (as applicableother) power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Material Subsidiaries of the Loan Parties and their direct Subsidiaries Borrower as of the Effective Closing Date, showing as of the Effective Date hereof such date (as to each such Person Subsidiary) the jurisdiction of its organization, organization and the number percentage of shares, membership the outstanding shares or interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests capital stock or partnership interests owned (directly or indirectly) by the applicable Loan PartyBorrower. All of the outstanding Equity Interests in each Subsidiary Guarantor have capital stock or partnership interests of all of such Subsidiaries has been validly issued, are is fully paid and non-assessable and are and, except as otherwise specified on Schedule 4.01(b), is owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens. As Except as otherwise specified on Schedule 4.01(b), as of the date hereofClosing Date there are no options, the copy warrants, rights of conversion or purchase or similar rights outstanding covering shares of capital stock or partnership interests of any Material Subsidiaries of the charter Borrower. Each Material Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the Borrower jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation or limited partnership, as the case may be, in each Subsidiary Guarantor 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 and where, in each amendment thereto provided pursuant case, failure to Section 3.01(b)so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect and

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Subsidiaries (i) is a corporation, limited liability company duly organized or limited partnership duly organizedformed, validly existing and (to the extent applicable in the jurisdiction of its formation) in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation(to the extent such concept exists) under the laws of each jurisdiction where its ownership, company lease or limited partnership in each other jurisdiction in which it owns operation of properties or leases property or in which the conduct of its business as currently conducted requires it to so qualify or be licensed and such qualification, (iii) has all requisite corporate, limited liability company company, partnership or partnership (as applicable) other organizational power and authority and has all requisite Governmental Authorizations (including all permitswith respect to FINRA), approvalsin each case, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted currently conducted, (iv) in the case of the Borrower and as proposed to be conducted each Broker-Dealer Subsidiary, has obtained the Broker-Dealer Licenses and Memberships and Broker-Dealer Registrations that, in each case, are the licenses, memberships and registrations necessary in the normal conduct of its business and (Bv) executeis in compliance with all laws, deliver regulations and perform orders of any Governmental Authority applicable to it or its obligations under the Loan Documents property or to which it the Borrower or such Subsidiary or any of its property is a party, subject; except in each case referred to in clause (i) (other than with respect to the Borrower), (ii), (iii), (iv) or (v) to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of each Credit Document, and the consummation of the financing transactions evidenced by each Credit Document to, are within the Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company or other organizational action, and do not (i) contravene the Borrower’s certificate of formation, limited liability company agreement, or other constituent documents, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award of any Governmental Authority to which the Borrower is a party or subject, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any loan agreement, indenture, mortgage, deed of trust, material lease or other material contract or instrument binding on the Borrower, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries (other than any Liens created hereunder), except with respect to any violation, conflict, breach, default or requirement referred to in clauses (ii) or (iii)(Aiii) for any failures to be so organizedthe extent that such violation, existingconflict, qualified to do business breach, default or in good standing or to have such power and authority which could requirement would not reasonably be expectedexpected to have, individually or in the aggregate, have a Material Adverse Effect. (bc) Set forth on Schedule 4.01(b) hereto No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by, or enforcement against, the Borrower of any Credit Document to which it is a list party or any extension of credit hereunder, except for (i) those Governmental Authorizations, notices and filings that have been duly obtained, taken, given or made, as applicable, and are in full force and effect and (ii) those Governmental Authorizations, notices and filings the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) This Agreement has been, and each other Credit Document when delivered hereunder will have been, xxxx executed and delivered by the Borrower. This Agreement is, and each other Credit Document when delivered hereunder will be, the legal, valid and binding obligation of the Loan Parties Borrower, enforceable against the Borrower in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and their direct Subsidiaries as subject to general principles of the Effective Dateequity, showing as regardless of the Effective Date hereof as to each such Person the jurisdiction of its organizationwhether considered in a proceeding in equity or at law. (e) There is no action, the number of sharessuit, membership interests investigation, litigation or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by proceeding affecting the Borrower or one or more any of its Subsidiaries free and clear pending or, to the knowledge of all Liens. As the Borrower, threatened in writing before any Governmental Authority (including FINRA) or arbitrator that (i) has a reasonable probability of being determined adversely and, if determined adversely, would reasonably be expected to have a Material Adverse Effect or (ii) as of the date hereof, purports to affect the copy legality, validity or enforceability of any Credit Document or the consummation of the charter financing transactions evidenced hereby and by the other Credit Documents. (i) The Annual Audited Report on Form X-17A-5 Part III of the Borrower for the fiscal years ended December 31, 2021, and December 31, 2022, including the audited statement of financial condition, statement of income, statement of cash flow and statement of changes in members’ equity (in each case including the related schedules and notes thereto) accompanied by an unqualified opinion of Xxxxx & Young LLP, independent public accountants, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). The unaudited Financial and Operational Combined Uniform Single Reports on Form X-17A-5 of the Borrower as at January 31, 2023 and as at February 28, 2023, including the unaudited statement of financial condition, statement of income, and statement of changes in members’ equity for the fiscal period then ended fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date (subject to normal year end audit adjustments and the absence of footnotes), all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The Borrower’s Consolidated FOCUS-II Reports for each Subsidiary Guarantor fiscal quarter of the fiscal year ended December 31, 2022, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis (except as approved by the aforementioned firm of accountants and disclosed therein). (iii) Since December 31, 2022, no event, change or condition has occurred and is continuing that has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Borrower. (g) The Borrower and each amendment thereto provided pursuant Broker-Dealer Subsidiary that (i) is a Domestic Subsidiary is a member in good standing of FINRA and is duly registered as a broker-dealer with the SEC and in each state where the conduct of a material portion of its business requires such registration and (ii) is not a Domestic Subsidiary is duly registered as a broker-dealer with the applicable governing body where the conduct of its business requires such registration. The Borrower is not subject to Section 3.01(bregulation under any requirement of law (other than Regulation X of the Board) that limits its ability to borrow Loans under the provisions hereof. (h) The reports, financial statements, certificates or other written information (other than projections, pro forma financial information, financial estimates, forecasts, forward-looking information and information of a general economic or general industry nature) made available to the Administrative Agent, any Lead Arranger or any Lender by the Borrower or any of its representatives on the Borrower’s behalf in connection with the transactions contemplated hereby on or prior to the date that was one Business Day prior to the Effective Date do not (as of the date so furnished and taken as a whole and giving effect to any supplements and updates thereto) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made. (i) No proceeds of any Loan will be used for any purpose that violates the provisions of Regulation T, Regulation U or Regulation X, as in effect from time to time; (ii) The Borrower is an “exempted borrower” within the meaning of such quoted term under Regulation U, and no part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for any purpose that violates the provisions of the Regulations; and (iii) The Borrower shall use the proceeds of the Loans solely (A) to finance customer margin loans, (B) to fund clearing fund NSCC Margin Deposits requirements, (C) to address funding needs resulting from Rule 15c3-3 timing differences (including to avoid adding a “credit” for purposes of the Reserve Formula), (D) to facilitate settlements of securities of customers of the Borrower, (E) for financing the return of deposits received in connection with securities lending transactions, (F) to repay loans borrowed against customer re-hypothecated securities, (G) to meet liquidity needs associated with customer buying activity or customer withdrawal of credit balances and (H) to repay advances made, directly or indirectly, by Holdco with proceeds of loans or other extensions of credit under the Holdco Credit Agreement, in each case to the extent such loans or other extensions of credit under the Holdco Credit Agreement were used for a purpose described in the foregoing clauses (A) through (G). (j) The Borrower is not, nor is the Borrower required to be, registered as an “investment company” under the Investment Company Act of 1940, as amended. (k) (i) No ERISA Event has occurred or is reasonably expected to occur which would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under all underfunded Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plans by an amount that would reasonably be expected to result in a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationformation, (ii) is duly qualified and in good standing as a foreign corporation, corporation or company or limited partnership 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 or be in good standing could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permits, approvals, licenses or other authorizationsGovernmental Authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a partyconducted, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified where the failure to do business or in good standing or to have such power and authority which so could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. As of the date hereof, all of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non assessable and are owned in the amounts and under the names of the persons specified on Schedule 5.01(a) hereto free and clear of all Liens. (b) Set As of the date hereof, set forth on Schedule 4.01(b5.01(b) hereto is a complete and accurate list of the all Loan Parties and their direct Subsidiaries as of the Effective DateParties, showing as of the Effective Date date hereof (as to each such Person Loan Party) the jurisdiction of its organization, the address of its principal place of business and its U.S. taxpayer identification number. As of the date hereof, the copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(v) is a true and correct copy of each such document, each of which is valid and in full force and effect. (c) Set forth on Schedule 5.01(c) 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 formation, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents or as otherwise permitted under this Agreement. (d) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the transactions contemplated thereby, are within such Loan Party’s corporate, limited liability company or limited partnership (as applicable) powers, have been duly authorized by all necessary corporate, limited liability company or limited partnership (as applicable) action, and do not (i) contravene such Loan Party’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, except where such violation could not reasonably be expected to result in a Material Adverse Effect, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties, except where such conflict, breach, default or payment requirement could not reasonably be expected to result in a Material Adverse Effect 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 material properties of any Loan Party or any of its Subsidiaries. As 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 reasonably be expected to have a Material Adverse Effect. (e) With such exceptions as could not reasonably be expected to result in a Material Adverse Effect and except such as have been obtained or made, no Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) to the extent required pursuant thereto or (iv) the exercise by any Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents. (f) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan 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, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (g) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of such Loan Party or Subsidiary, threatened before any Governmental Authority or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of any Loan Document. (h) The Consolidated balance sheet of Holdings and its Subsidiaries as at December 31, 2004, and the related Consolidated statement of income and Consolidated statement of cash flows of Holdings and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Ernst & Young, independent public accountants, copies of which have been furnished to each Lender Party, fairly present in all material respects the Consolidated financial condition of Holdings and its Subsidiaries as at such dates and the Consolidated results of operations of Holdings and its Subsidiaries for the period ended on such date, all in accordance with GAAP, and since December 31, 2004, there has been no Material Adverse Change. (i) The Consolidated forecasted balance sheet, statement of income and statement of cash flows of the Parent and its Subsidiaries delivered to the Lender Parties pursuant to Section 4.01(a)(ix) or 6.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Parent’s best estimate of its future financial performance (it being understood that no assurance has been given or will be given that such forecasts have been or will be achieved). (j) Neither the Information Memorandum nor any other information, exhibit or report furnished (in each case, as modified or supplemented from time to time) by or on behalf of any Loan Party to any Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained, as of the date hereoffurnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, taken as a whole, not misleading in light of the circumstances under which they were made; provided that, with respect to projected financial information and other projections and forward looking information, the copy Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made (it being understood that no assurance has been given or will be given that projected financial information, other projections and forward looking information have been or will be achieved). (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) The Borrower is not an “investment company,” subject to regulation under, and as defined in, the Investment Company Act of 1940, as amended. The Borrower is not a “holding company” subject to regulation under, and as defined in, the Public Utility Holding Company Act of 1935, as amended. (m) To the extent required under the Loan Documents, within 10 days of the charter Closing Date, all filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Borrower Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and each Subsidiary Guarantor other actions, perfected security interest in the Collateral, securing the payment of the Secured Obligations. The Loan Parties are the legal and each amendment thereto provided pursuant beneficial owners of the Collateral or otherwise have rights in the Collateral free and clear of any Lien, except for the Liens and security interests created or permitted under the Loan Documents. (n) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (o) (i) No ERISA Event exists or is reasonably expected to Section 3.01(b)occur with respect to any Plan that has resulted in or is reasonably expected to result in a material liability of any Loan Party or any ERISA Affiliate.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries If applicable, the Borrower (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationformation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership corporation in each other jurisdiction in which it owns or leases property Property or in which the conduct of its business requires it to so qualify or be Case 15-40289-rfn11 Doc 2856-6 Filed 08/02/16 Entered 08/02/16 00:28:09 Page 30 of 63 licensed except where the failure to so qualify or be licensed could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including authority, including, without limitation, all permits, approvals, licenses or other authorizations) Governmental Authorizations to (A) own or lease and operate its properties Properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) [RESERVED]. (c) Set forth on Schedule 4.01(b4.01(c) hereto is a complete and accurate list of the Loan Parties and their direct all Subsidiaries as of the Effective DateBorrower on the date hereof, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationformation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All Borrower and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. (d) The execution, delivery and performance by the Borrower of each Financing Agreement to which it is or is to be a party are within the Borrower’s trust powers, have been duly authorized by all necessary action, and will not (i) contravene the Borrower’s trust agreement, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the outstanding Equity Interests Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, or (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower or any of its Properties. The Borrower is not violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or is in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, in each Subsidiary Guarantor case, the violation or breach of which could reasonably be expected to have a Material Adverse Effect. (e) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party that has not already been obtained is required for (i) the operation of the business of the Borrower as required by applicable law, (ii) the due execution, delivery, recordation, filing or performance by the Borrower of any Financing Agreement to which it is or is to be a party, (iii) the grant by the Borrower of the Liens granted by it pursuant to the Security Agreement, (iv) the perfection or maintenance of the Liens created under the Security Agreement (including the applicable priority nature thereof), other than customary filings and extensions or (v) except for approvals, notices and authorizations required by any applicable Government Authority in connection with the transfer of ownership of any regulated business, the exercise by the Exit Loan Agent or any Lender of its rights under the Financing Agreements or the remedies in respect of the Collateral pursuant to the Security Agreement or the Accounts Agreement, except for the authorizations, approvals, actions, notices and filings the failure of which to obtain or make, could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, all of which have been validly issuedduly obtained, taken, given or made and are fully paid in full force and effect. (f) This Agreement has been, and each other Financing Agreement when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each other Financing Agreement when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. (g) There is no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of the Borrower, threatened before any Governmental Authority or arbitrator that could reasonably be likely to have a Material Adverse Effect, other than as set forth in Schedule 4.01(g). (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (i) [RESERVED]. (j) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted in or is reasonably expected to result in liability in excess of $1,000,000 of the Borrower or any ERISA Affiliate. (i) Except as otherwise set forth on Part I of Schedule 4.01(k) hereto or the Phase I reports referred to in Section 6.11(a), the operations and Properties of the Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-assessable compliance with such Environmental Laws and are Environmental Permits has been resolved without material ongoing obligations or costs, and no circumstances exist that could reasonably be likely to (A) form the basis of an Environmental Action against the Borrower, any of its Subsidiaries or any of their Properties that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect or (B) cause any such Property to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law. (ii) Except as otherwise set forth on Part II of Schedule 4.01(k) hereto, none of the Properties currently or formerly owned or operated by the Borrower or one or more any of its Subsidiaries free is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such Property. (iii) Except as otherwise set forth on Part III of Schedule 4.01(k) hereto or in the Phase I reports referred to in Section 6.11(a), or as could not reasonably be expected to result in material liability, (A) there are no and clear never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any Property currently owned or operated by the Borrower or any of its Subsidiaries or, to its knowledge, on any Property formerly owned or operated by the Borrower or any of its Subsidiaries; (B) there is no asbestos or asbestos-containing material on any Property currently owned or operated by the Borrower or any of its Subsidiaries; and (C) Hazardous Materials have not been released, discharged or Case 15-40289-rfn11 Doc 2856-6 Filed 08/02/16 Entered 08/02/16 00:28:09 Page 32 of 63 disposed of on any Property currently or, to its knowledge, formerly owned or operated by the Borrower or any of its Subsidiaries. (iv) Except as otherwise set forth on Part IV of Schedule 4.01(k) hereto, neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any material investigation, assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all Liens. As Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any Property currently or formerly owned or operated by the Borrower or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to the Borrower or any of its Subsidiaries. (i) Neither the Borrower nor any of its Subsidiaries is party to any tax sharing agreement. (ii) The Borrower and each of its Subsidiaries has filed, has caused to be filed or has been included in all tax returns (federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties to the extent, in the case of the Debtors, permitted to be paid (or required to be paid) under the Bankruptcy Code, except any taxes, penalties and interests shown on the proofs of claim filed by the IRS and the Texas Comptroller that are currently being contested, or where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (iii) The aggregate unpaid amount, as of the date hereof, of adjustments to the copy of the charter state, local and foreign tax liability of the Borrower and each Subsidiary Guarantor its Subsidiaries proposed by all state, local and each amendment thereto provided pursuant foreign taxing authorities (other than amounts arising from adjustments to Section 3.01(b)Federal income tax returns) could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect. No issues have been raised by such taxing authorities that, in the aggregate, could be reasonably likely to have a Material Adverse Effect. (m) Neither the business nor the Properties of the Borrower or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be likely to have a Material Adverse Effect. (n) Set forth on Schedule 4.01(m) hereto is a complete and accurate list of all Investments (other than Investments otherwise scheduled hereunder or comprised of plants, real property, equipment, Investments in Subsidiaries or interests in Policies) held by the Borrower on the date hereof having a value of at least $250,000, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof. Case 15-40289-rfn11 Doc 2856-6 Filed 08/02/16 Entered 08/02/16 00:28:09 Page 33 of 63 (o) Set forth on Schedule 4.01(n) hereto is a complete and accurate list of all material patents, trademarks, trade names, service marks and copyrights, and all applications therefor and any material licenses thereof, of the Borrower on the date hereof, showing as of the date hereof the jurisdiction in which registered, the registration number, the date of registration and the expiration date.

Representations and Warranties of the Borrower. The Each of Group and the Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including all permits, approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) whether or not such Subsidiary is a wholly-owned Subsidiary. Each such Subsidiary (i) is a corporation duly organized, a limited liability company or a trust duly formed, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, limited liability company or trust in each other jurisdiction in which it owns or leases property or in which the number of shares, membership interests or partnership interests (as applicable) of each class conduct of its Equity Interests authorizedbusiness requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not 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. (c) The execution, delivery and performance by each Loan Party of this Agreement and each other Loan Document to which it is or is to be a party, and the number outstandingconsummation of the transactions contemplated hereby are, on the date hereof and the percentage of each within such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor 's corporate powers, have been validly issuedduly authorized by all necessary corporate action, are fully paid and nondo not (i) contravene such Loan Party's charter or by-assessable and are owned by laws, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the Borrower breach of, or one constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or more other instrument binding on or affecting any Loan Party, any of its Subsidiaries free and clear or any of all Liens. As their respective properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the date hereofproperties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy violation or breach of which is or would 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 the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement or any other Loan Document to which it is or is to be a party, or for the consummation of the charter transactions contemplated hereby. (e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan 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, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). (i) The Consolidated balance sheets of Group and its Subsidiaries as at January 2, 1999, and the related Consolidated statements of operations, stockholders' equity and cash flow of Group and its Subsidiaries for the fiscal years then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the Consolidated balance sheet of Group and its Subsidiaries as at July 3, 1999, and the related Consolidated statements of operations, stockholders' equity and cash flow of Group and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of Group, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at July 3, 1999, and said statements of operations, stockholders' equity and cash flow for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of Group and its Subsidiaries as at such dates and the Consolidated results of the Borrower operations of Group and each Subsidiary Guarantor its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis, and each amendment thereto provided (ii) since January 2, 1999, there has been no Material Adverse Change. (g) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or (ii) is or would be reasonably likely to have a Material Adverse Effect. (h) No proceeds of any Advance will be used to acquire any equity security of a class that is registered pursuant to Section 3.01(b12 of the Securities Exchange Act of 1934, as amended (other than (i) shares of capital stock of Group and (ii) to the extent applicable, in connection with an acquisition of a company, so long as (x) the board of directors of such company shall have approved such acquisition at the time such acquisition is first publicly announced, (y) if such company shall have been soliciting bids for its acquisition, the board of directors of such company shall not have determined either to accept no offer or to accept an offer other than the offer of Group or one of its Subsidiaries or (z) if such company shall not have been soliciting bids for its acquisition or if the board of directors of such company shall have solicited bids for its acquisition but shall have initially determined either to accept no offer or to accept an offer other than the offer of Group or one of its Subsidiaries, the existence, amount and availability for the acquisition of such company of the Commitments hereunder shall not have been disclosed, orally or in writing, to such company or its advisors; provided, that the public filing of this Agreement shall not be deemed to be disclosure of the Commitments hereunder to such company or its advisors, until after such time as the board of directors of such company shall have approved such acquisition by Group or one of its Subsidiaries and so long as, in any case, such acquisition is otherwise permitted hereunder). (i) Neither any Loan Party nor any of its Subsidiaries is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (j) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock except for shares of capital stock of Group and Authentic Fitness and as otherwise permitted in Section 4.01(h). (k) For any date on or before December 31, 1999, the Borrower has, and as soon as practicable after the Control Date, Authentic Fitness will have (i) initiated a review and assessment of all areas within its and each of its Subsidiaries' business and operations (including those affected by suppliers, vendors and customers) that could be adversely affected by the risk that computer applications used by such Person or any of its Subsidiaries (or suppliers, vendors and customers) may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999 (the "Year 2000 Problem"), (ii) developed a plan and timetable for addressing the Year 2000 problem on a timely basis and (iii) to date, implemented that plan in accordance with such timetable. Based on the foregoing, each such Person believes that all of its computer applications that are material to its or any of its Subsidiaries' business and operations are reasonably expected on a timely basis to be able to perform properly date-sensitive functions for all dates before and after January 1, 2000, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party The Borrower and each of its Restricted Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) subject to Section 5.01(r)(i), is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not have a Material Adverse Effect, and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permits, approvals, licenses or other authorizationsGovernmental Authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under conducted. All of the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or outstanding Equity Interests in the aggregateBorrower have been validly issued and are fully paid, have a Material Adverse Effectnon-assessable and owned free and clear of all Liens, and the Kojaian Group has the power to vote or direct the voting of securities having at least 50.1% of the voting power for the election of directors of the Borrower. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof, and indicating as to each Subsidiary whether such Subsidiary is a Domestic Subsidiary, Foreign Subsidiary, Restricted Subsidiary or Unrestricted Subsidiary, as appropriate. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party's Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereoftransactions contemplated by this Agreement, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Restricted Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Restricted Subsidiaries. No Loan Party or any of its Restricted 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. (d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated by this Agreement, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Administrative Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. (e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the copy legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms. (f) There is no action, suit, investigation, litigation or proceeding affecting the Borrower or any other Loan Party or any of their properties or revenues, including any Environmental Action, pending or threatened before any Governmental Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the charter transactions contemplated thereby, and there has been no adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (g) The Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2004, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of Ernst & Young LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2004, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the six months then ended, duly certified by the Chief Financial Officer of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender Party, fairly present, subject, in the case of said balance sheet as at December 31, 2004, and each amendment thereto provided said statements of income and cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, and since June 30, 2004, there has been no Material Adverse Change. (h) [Intentionally Left Blank] (i) The Consolidated forecasted balance sheet, statement of income and statement of cash flows of the Borrower and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(b)3.01(a)(viii) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's best estimate of its future financial performance. (j) No information, exhibit or report furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) Neither any Loan Party nor any of its Restricted Subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Restricted Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (m) Neither any Loan Party nor any of its Restricted Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (n) All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (o) Each Loan Party is, individually and together with its Restricted Subsidiaries, Solvent. (p) (i) Set forth on Schedule 4.01(p) hereto is a complete and accurate list of all Plans and Welfare Plans.

Representations and Warranties of the Borrower. The Borrower represents Loan Parties represent and warrants warrant, jointly and severally, as followsfollows as of the date hereof and the Amendment Effective Date: (a) Each Loan Party and each of its respective Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership corporation (except as set forth on Schedule 4.01(a)(ii) hereto) 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 would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, approvals, licenses or permits and other authorizationsapprovals (except as set forth on Schedule 4.01(a)(iii) hereto)) to (A) own or lease and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a partyconducted, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or where the failure to have such power and or authority which could would not be reasonably be expected, individually or in the aggregate, likely to have a Material Adverse Effect. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable and are owned by the Parent free and clear of all Liens, except those created under the Loan Documents. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries Party as of the Amendment Effective Date, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Loan Documents. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereofTransactions, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust, or material contract, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, the copy First Lien Loan Documents and the Third Lien Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the charter properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which 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 (including, without limitation, the FCC or any applicable PUC) or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the Borrower Transactions, (ii) the grant or affirmation by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof subject to Liens securing the First Lien Facility), or (iv) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect except (A) as set forth in the Loan Documents or (B) for such authorizations, approvals, actions, notices and filings which would not have a Material Adverse Effect if not so made or obtained. All applicable waiting periods in connection with the Transactions have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each Subsidiary Guarantor other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party thereto. This Agreement is, and each amendment thereto provided pursuant other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms. (f) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to Section 3.01(b)any Loan Party’s knowledge, threatened before any court, governmental agency or arbitrator that (i) would, alone or when considered in conjunction with any other actions, suits, investigation, litigation or proceeding affecting any Loan Party, be reasonably likely to have a Material Adverse Effect other than the Disclosed Litigation or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of Transactions, and there has been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of or as a result of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (g) The (i) unaudited Consolidated balance sheet of the Loan Parties as at the nine (9) months ended September 30, 2004, and (ii) the unaudited related Consolidated statement of income and Consolidated statement of cash flows of the Loan Parties for the nine (9) months then ended, duly certified by the Chief Financial Officer of the Parent, copies of which have been furnished to the Agents and each Lender, fairly present the Consolidated financial condition of the Loan Parties, as the case may be, as at such date and the Consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis, and since December 31, 2004 there has been no Material Adverse Change.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, corporation or limited liability company or limited partnership company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation, as applicable, (ii) is duly qualified and in good standing as a foreign corporation, company corporation or limited partnership liability company, as applicable, 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 is not reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and (Bnon-assessable and are owned by the Persons and in the amounts set forth on Schedule 4.01(b) executehereto free and clear of all Liens, deliver and perform its obligations except those permitted by or created under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse EffectDocuments. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation or formation, as applicable, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party's Subsidiaries have been validly issued, are fully paid and non-non- assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those permitted by or created under the Loan Documents. (c) The execution, delivery and performance by each Loan Party of this Agreement, the Notes, each other Loan Document and each Related Document, to which it is or is to be a party, and the consummation of the date hereofTransaction and the other 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, bylaws, certificate of formation or operating agreement, as applicable, (ii) violate any law (including, without limitation, the copy Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the charter Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award imposed upon or applicable to such Loan Party, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties (except for (x) any conflict, breach or default which would not reasonably be expected to have a Material Adverse Effect and (y) certain leases set forth on Schedule 3.01(g) for which third party consents or approvals for assignment have not been obtained) or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is reasonably likely, either individually or in the aggregate, 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 any Loan Party of this Agreement, the Notes or any other Transaction Document to which it is or is to be a party, or for the consummation of the Transaction or the other transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Administrative Agent or any Lender Party of its rights under the Loan Documents or the Related Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (A) authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (B) the filing and recording of certain of the Collateral Documents as described herein. (e) This Agreement has been, and each of the Notes and each other Transaction 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 and each other Transaction 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 subject, as to enforcement only, to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability of the rights of creditors generally. (f) The Consolidated balance sheet of the Borrower and each Subsidiary Guarantor its Subsidiaries as at October 31, 1999, and each amendment thereto provided the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as of May 14, 2000, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the 28 weeks then ended, duly certified by the chief financial officer or the principal financial officer of the Borrower, copies of which have been furnished to the Administrative Agent, fairly present, subject, in the case of said balance sheet as of May 14, 2000, and said statements of income and cash flows for the 28 weeks then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower 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 October 31, 1999, there has been no Material Adverse Change. (g) The Consolidated forecasted balance sheets, income statements and cash flows statements of the Borrower and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(b)3.01(k)(xiii) or 5.03

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and 49 55 other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under conducted. All of the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or outstanding Equity Interests in the aggregateBorrower have been validly issued, have a Material Adverse Effectare fully paid and non-assessable. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party's Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents. Each such Subsidiary (i) is a corporation duly organized, validly, existing and in 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 qualified or be licensed could not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Each of CRW Financial Acquisition Corp., IDRC, Federal Compliance Corp., ProMark One Marketing Services Inc., IntelliSell Corporation, IDRC Teleservices Inc., Telnet Systems Inc. and IDRC New York, Inc. have been dissolved or merged with or into the Borrower. TeleSpectrum Worldwide (Canada) Inc. has been dissolved or merged with or into S&P Data Corp, and S&P Data Corp. has amended its name to TeleSpectrum Worldwide (Canada) Inc. (c) The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, and the consummation of the transactions contemplated by the Transaction Documents, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, 50 56 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 any Loan Party of any Transaction Document to which it is or is to be a party or for the transactions contemplated by the Transaction Documents, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. All applicable waiting periods in connection with the transactions contemplated by the Transaction Documents have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Borrower, and the other transactions contemplated by the Transaction Documents 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 to create any Lien on, any properties now provided or hereafter acquired by any of them. (e) This Agreement has been, each other Transaction Document when delivered hereunder will have been, and each of the Collateral Documents have been duly executed and delivered by each Loan Party party thereto. This Agreement is, and each other Transaction 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. The Collateral Documents, whether or not amended, supplemented or otherwise modified in connection with the execution and delivery of this Agreement, are, and shall continue to be, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms. (i) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2000, and the related Consolidated statements of operations and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied, as to the Consolidated financial statements of the Borrower and its Subsidiaries, by an opinion of Arthxx Xxxexxxx X.X.C., independent public accountants, fairly present, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis, and (ii) since December 31, 2000 there has occurred no Material Adverse Change. (g) [Intentionally Omitted.] (h) The Consolidated forecasted balance sheet, statements of operations and statements of cash flows of the Borrower and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(h) and Section 5.03(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in the light of conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery and on the Restatement Date, the Borrower's best estimate of the future financial performance of the Borrower and its Subsidiaries. (i) None of the other information, exhibits or reports (excluding any financial projections) taken as a whole, furnished by or on behalf of any Loan Party to the Agent or any Lender Party, in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading in light of the circumstances under which such information was provided and on the Restatement Date. (j) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that could be reasonably likely to have a Material Adverse Effect except as set forth on Schedule 4.01(j). There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, pending or threatened before any court, governmental agency or arbitrator that purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the transactions contemplated hereby and thereby. (k) No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) The Collateral Documents create a valid and perfected first priority security interest in the Collateral securing the payment of the Secured Obligations subject only to Liens permitted hereunder, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the Liens and security interests created or permitted under the Loan Documents. (m) Neither any Loan Party nor any of its Subsidiaries is an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. 52 58 (n) [Intentionally omitted.] (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (ii) As of the last annual actuarial valuation date, the funded current liability percentage, as defined in Section 302(d)(8) of ERISA, of each Plan exceeds 90% and there has been no material adverse change in the funding status of any such Plan since such date. (iii) Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (iv) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (v) Except as set forth in the financial statements referred to in this Section 4.01 and in Section 5.03, the Loan Parties and their respective Subsidiaries have no material liability with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (vi) Set forth on Schedule 4.01(o) hereto is a complete and accurate list of all Plans, Multiemployer Plans and Welfare Plans. (vii) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Lender Parties, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (i) Each Loan Party and each of its Subsidiaries and Affiliates has filed, has caused to be filed or has been included in all tax returns (federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties. (ii) Set forth on Schedule 4.01(p) hereto is a complete and accurate list, as of the date hereof, of each taxable year of each Loan Party and each of its Subsidiaries and Affiliates for which federal income tax returns have been filed and for which the copy expiration of the charter applicable statute of limitations for assessment or collection has not occurred by reason of extension or otherwise (an "OPEN YEAR"). (iii) There is no unpaid amount, as of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant date hereof, of adjustments to Section 3.01(b)the federal income tax liability of any Loan Party or any of its Subsidiaries or Affiliates proposed by the Internal Revenue Service with respect to Open Years. No issues have

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding capital stock of Parent, Holdings and (Bthe Borrower has been validly issued, is fully paid and non-assessable and, as of the First Closing Date, is owned by the Equity Investors in the amounts specified on Schedule 4.01(a) executeor by Parent or Holdings, deliver as the case may be. All of the outstanding capital stock of Parent is owned, as of the First Closing Date, free and perform its obligations under the Loan Documents to which it is a partyclear of all Liens, except the pledge of such capital stock as is owned by management of the Borrower to secure obligations of such management owing to Parent. All of the outstanding capital stock of Holdings and the Borrower is owned, in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organizedfree and clear of all Liens, existingexcept, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregatecase of the capital stock of the Borrower, have a Material Adverse Effect.those created under the Collateral Documents. 119 (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective First Closing Date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests capital stock authorized, and the number outstanding, on the date hereof First Closing Date and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the First Closing Date. All of the outstanding Equity Interests in each Subsidiary Guarantor have capital stock of all of such Subsidiaries has been validly issued, are issued and is fully paid and non-assessable assessable; and are such capital stock (other than directors' qualifying shares), as of the First Closing Date, is owned by such Loan Party or one or more of its Subsidiaries, other than the Borrower China Joint Venture, the capital stock of which is owned by a Loan Party or one or more of its Subsidiaries in the amount and percentage ownership set forth on Schedule 4.01(b) hereto. All of such outstanding capital stock to the extent owned by a Loan Party is owned in each case free and clear of all Liens, except those created under the Loan Documents. As Each such Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction 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 (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) The execution, delivery and performance by each Loan Party of this Agreement, the copy Notes, each other Loan Document and each Related Document to which it is or is to be a party (after the execution and delivery thereof as and when required under this Agreement), and the consummation of the Acquisition and the other 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 bylaws, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Borrower Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other instrument or material contract or material lease binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of 120 any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could be reasonably likely to have a Material Adverse Effect. (d) No authorization or approval or other action by, and each Subsidiary Guarantor and each amendment thereto provided 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 any 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 Acquisition or the other transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to Section 3.01(b)the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by any Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect except as otherwise set forth on Schedule 4.01(d) hereto and except those authorizations, approvals, actions, notices and filings the failure to obtain, take, give or make which, either individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Acquisition and the other transactions contemplated hereby have expired or been terminated without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Acquisition or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them except where, in the case of any such waiting period other than any waiting period required under the Hart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the failure of such waiting period to have expired without any such action having been taken could not be reasonably likely to have a Material Adverse Effect.

Representations and Warranties of the Borrower. The ---------------------------------------------- Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 is not reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Significant Subsidiaries of each Loan Parties and their direct Subsidiaries Party as of the Effective Date, showing as of the Effective Date hereof such date (as to each such Person Significant Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests capital stock authorized, and the number of shares outstanding, on the such date hereof and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at such date. All of the outstanding Equity Interests in each Subsidiary Guarantor have capital stock of all of such Significant Subsidiaries has been validly issued, are is fully paid and non-assessable and are is owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As Each such Significant Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction 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 is not reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) The execution, delivery and performance by each Loan Party of this Agreement, the copy Notes and each other Loan Document to which it is or is to be a party, and the incurrence of the obligations provided for herein and therein, 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 bylaws, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is 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 any Loan Party of this Agreement, the Notes or any other Loan Document to which it is or is to be a party, or for the performance of any Loan Document or (ii) the exercise by the Agents or any Lender of its rights under the Loan Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d), all of which have been duly obtained, taken, given or made and are in full force and effect. (e) This Agreement has been, and each of the Notes and each other Loan 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 and each other Loan 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 and consolidating balance sheets of the Borrower and its Subsidiaries as at December 31, 2000, and the related Consolidated and consolidating statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Xxxxxx Xxxxxxxx LLP, independent public accountants (as to such Consolidated financial statements), and the Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at March 31, 2001, and the related Consolidated and consolidating statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender, fairly present, subject, in the case of said balance sheets as at March 21, 2001, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated and consolidating financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated and consolidating results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with United Kingdom generally accepted accounting principles applied on a consistent basis. (g) Since December 31, 2000, there has been no Material Adverse Change. (h) No written information, exhibit or report furnished by any Loan Party to any Agent or any Lender in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made therein not misleading in light of the circumstances under which they were made. (i) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or, to the best knowledge of the Loan Parties, any of its Subsidiaries pending or, to the best knowledge of the Loan Parties, threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the matters described on Schedule 4.01(i) hereto (the "Disclosed Litigation")) and there has -------------------- been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(i) or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby. (j) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or 5.02(d) or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(e) will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). Neither the making of any Advance nor the use of proceeds thereof will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted in or is reasonably expected to result in a Material Adverse Effect. (l) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) required to be filed for each Plan, copies of which have been filed with the Internal Revenue Service and, with respect to each Plan whose funded current liability percentage (as defined in Section 302(d)(8) of ERISA) is less than 100%, furnished to the Lenders, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (m) Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur (i) any liability under Section 4064 or 4069 of ERISA or (ii) any Withdrawal 34 Liability to any Multiemployer Plan that has resulted or would be reasonably likely to result in a Material Adverse Effect. (n) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best knowledge of any Loan Party or any ERISA Affiliate, no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (o) Each Loan Party and each amendment thereto provided pursuant of its Subsidiaries and Affiliates has filed, has caused to Section 3.01(bbe filed or has been included in all tax returns (Federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties. (p) Neither any Loan Party nor any of its Subsidiaries is an "investment company", or a company "controlled by" an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (q) Neither the Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended. (r) Each Subsidiary of the Borrower engaged in advisory or management activities, if any, is duly registered as an investment adviser as and to the extent required under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. Each Subsidiary of the Borrower engaged in the broker-dealer business, if any, is duly registered as a broker-dealer as and to the extent required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder and, as and to the extent required is a member in good standing of the National Association of Securities Dealers, Inc. (s) As of the Effective Date, neither the Borrower nor any of its Subsidiaries is in default and no waiver of default is in effect with respect to the payment of any principal or interest of any Existing Debt for borrowed money. (t) The obligations of each Loan Party under the Loan Documents to which it is a party constitute direct, unconditional and general obligations of such Loan Party that rank and will rank at least pari passu in priority of payment and in all other respects with all other Debt of such Loan Party. (u) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (v) Set forth on Schedule 4.01(v) hereto is a complete and accurate list of all Existing Debt showing as of the date hereof the principal amount outstanding thereunder. (w) The Borrower and each of its Significant Subsidiaries owns or has fully sufficient right to use, free from all material restrictions (other than Permitted Liens), all real and personal (including, without limitation, intellectual) properties that are necessary for the operation of their respective businesses as currently conducted. (x) Except under documents governing any Existing Debt and except for any restrictions under documents governing Debt of a Person that shall be acquired by, or merged with or into, the Borrower or any Subsidiary of the Borrower, no Subsidiary of the Borrower is party to any agreement prohibiting, conditioning or limiting the payment of dividends or other distributions to the Borrower or any of its Subsidiaries or the repayment of Debt owed to the Borrower by any Subsidiary of the Borrower.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company duly organized or limited partnership duly organizedformed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 is not reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries Party as of the Effective Date, showing as of the Effective Date hereof such date (as to each such Person Subsidiary) the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Partyincorporation. All of the outstanding Equity Interests in each Subsidiary Guarantor have capital stock of all of such Subsidiaries has been validly issued, are is fully paid and non-assessable and are is owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As Each such Subsidiary (i) is duly organized or formed, validly existing and in good standing under the laws of the date hereofjurisdiction of its incorporation or organization, (ii) is duly qualified and in good standing 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 is not reasonably likely to have a Material Adverse Effect and (iii) has all requisite power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (c) The execution, delivery and performance by each Loan Party of this Agreement, the copy Notes and each other Loan Document to which it is or is to be a party, and the incurrence of the obligations provided for herein and therein, 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 bylaws, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934), rule, regulation (including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is 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 any Loan Party of this Agreement, the Notes or any other Loan Document to which it is or is to be a party, or for the performance of any Loan Document or (ii) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d), all of which have been duly obtained, taken, given or made and are in full force and effect. (e) This Agreement has been, and each of the Notes and each other Loan 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 and each other Loan 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 and consolidating balance sheets of the Borrower and its Subsidiaries as at December 31, 2003, and the related Consolidated and consolidating statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young, independent public accountants (as to such Consolidated finxxxxxl statements), and the Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at September 30, 2004, and the related Consolidated and consolidating statements of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to each Subsidiary Guarantor Lender, fairly present, subject, in the case of said balance sheets as at September 30, 2004, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated and consolidating financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated and consolidating results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with UK GAAP applied on a consistent basis. (g) Since December 31, 2003, there has been no Material Adverse Change. (h) No written information, exhibit or report furnished by any Loan Party to any Agent or any Lender in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made therein not misleading in light of the circumstances under which they were made. (i) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or, to the best knowledge of the Loan Parties, any of its Subsidiaries pending or, to the best knowledge of the Loan Parties, threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the matters described on Schedule 4.01(i) hereto (the "Disclosed Litigation")) and there has been no change or other development in the Disclosed Litigation which is reasonably likely to result in a material adverse change in the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby. (j) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or 5.02(d) or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(e) will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). Neither the making of any Advance nor the use of proceeds thereof will violate or be inconsistent with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted in or is reasonably expected to result in a Material Adverse Effect. (l) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) required to be filed for each Plan, copies of which have been filed with the Internal Revenue Service and, with respect to each Plan whose funded current liability percentage (as defined in Section 302(d)(8) of ERISA) is less than 100%, furnished to the Lenders, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (m) Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur (i) any liability under Section 4064 or 4069 of ERISA or (ii) any Withdrawal Liability to any Multiemployer Plan that has resulted or would be reasonably likely to result in a Material Adverse Effect. (n) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best knowledge of any Loan Party or any ERISA Affiliate, no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (o) Each Loan Party and each amendment thereto provided pursuant of its Subsidiaries and Affiliates has filed, has caused to be filed or has been included in all tax returns (Federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties. (p) Neither any Loan Party nor any of its Subsidiaries is an "investment company", or a company "controlled by" an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (q) Neither the Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended. (r) Each Subsidiary of the Borrower engaged in advisory or management activities, if any, is duly registered as an investment adviser as and to the extent required under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. Each Subsidiary of the Borrower engaged in the broker-dealer business, if any, is duly registered as a broker-dealer as and to the extent required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder and, as and to the extent required is a member in good standing of the National Association of Securities Dealers, Inc. (s) As of the Effective Date, neither the Borrower nor any of its Subsidiaries is in default and no waiver of default is in effect with respect to the payment of any principal or interest of any Existing Debt for borrowed money. (t) The obligations of each Loan Party under the Loan Documents to which it is a party constitute direct, unconditional and general obligations of such Loan Party that rank and will rank at least pari passu in priority of payment and in all other respects with all other Debt of such Loan Party. (u) Each Loan Party is, individually and together with its Subsidiaries, Solvent. (v) Set forth on Schedule 4.01(v) hereto is a complete and accurate list of all Existing Debt showing as of the date hereof the principal amount outstanding thereunder. (w) The Borrower and each of its Significant Subsidiaries owns or has fully sufficient right to use, free from all material restrictions (other than Permitted Liens and Liens permitted under Section 3.01(b5.02(a)), all real and personal (including, without limitation, intellectual) properties that are necessary for the operation of their respective businesses as currently conducted. (x) As of the Effective Date, except under documents governing any Existing Debt, no Subsidiary of the Borrower is party to any agreement prohibiting, conditioning or limiting the payment of dividends or other distributions to the Borrower or any of its Subsidiaries or the repayment of Debt owed to the Borrower by any Subsidiary of the Borrower.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries and each managing general partner or managing member of each Loan Party (i) is a corporation, limited liability company partnership or limited partnership liability company, as the case may be, duly organizedorganized or formed, validly existing and in good standing or validly subsisting under the laws of the jurisdiction of its organizationorganization or formation, (ii) is duly qualified and in good standing as a foreign corporation, company limited partnership or limited partnership liability company 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 and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsmaterial Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, approvalsthat if not obtained, licenses or other authorizationsis not reasonably likely to result in a Material Adverse Effect) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and conducted. All of the outstanding Capital Stock in the Borrower has been validly issued, fully paid (B) execute, deliver and perform its obligations to the extent required under the Loan Documents to which it is a party, Partnership Agreement ) and non-assessable (except in each case referred to in clauses (iias such non-assessability may be affected by section 17-607 of the Delaware Revised Uniform Limited Partnership Act) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or are owned by the Persons in the aggregate, have a Material Adverse Effectamounts specified on the applicable portion of Schedule 4.01(a) hereto free and clear of all Liens. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries Party as of the Effective Datedate hereof, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the status of each Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary (or entity to be dissolved as contemplated by the last sentence of the definition of Restricted Subsidiary), the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests Capital Stock authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests Capital Stock owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests Capital Stock in each Subsidiary Guarantor have Loan Party’s Subsidiaries has been validly issued, are is fully paid (to the extent required by such Subsidiary’s operating agreement, in the case of a limited liability company) and non-assessable (except as such non-assessability may be affected by section 18-607 of the Delaware Limited Liability Company Act, in the case of a limited liability company that is organized under the Delaware Limited Liability Company Act, or section 275.230 of the Kentucky Limited Liability Company Act, in the case of a limited liability company that is organized under the Kentucky Limited Liability Company Act) and are owned by the Borrower or such Loan Party and/or one or more of its Subsidiaries free and clear of all Liens. As of the date hereof, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b).

Representations and Warranties of the Borrower. The Borrower represents Loan Parties represent and warrants warrant, jointly and severally, as followsfollows as of the date hereof and the Effective Date: (a) Each Loan Party and each of its respective Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership corporation (except as set forth in Schedule 4.01(a)(ii) hereto) 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 would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, approvals, licenses or permits and other authorizationsapprovals (except as set forth on Schedule 4.01(a)(iii) hereto)) to (A) own or lease and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a partyconducted, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or where the failure to have such power and or authority which could would not be reasonably be expected, individually or in the aggregate, likely to have a Material Adverse Effect. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable and are owned by the Parent free and clear of all Liens, except those created under the Loan Documents. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective Date, showing Party as of the Effective Date showing as of the date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those created under the Loan Documents. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereofTransactions, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust, or material contract, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, the copy First Lien Loan Documents and the Second Lien Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the charter properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which 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 (including, without limitation, the FCC or any applicable PUC) or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the Borrower Transactions, (ii) the grant or affirmation by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the third priority nature thereof), or (iv) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect except (A) as set forth in the Loan Documents or (B) for such authorizations, approvals, actions, notices and filings which would not have a Material Adverse Effect if not so made or obtained. All applicable waiting periods in connection with the Transactions have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each Subsidiary Guarantor other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party thereto. This Agreement is, and each amendment thereto provided pursuant other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms. (f) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to Section 3.01(b)any Loan Party’s knowledge, threatened before any court, governmental agency or arbitrator that (i) would, alone or when considered in conjunction with any other actions, suits, investigation, litigation or proceeding affecting any Loan Party, be reasonably likely to have a Material Adverse Effect other than the Disclosed Litigation or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of Transactions, and there has been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of or as a result of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (g) The (i) unaudited Consolidated balance sheet of the Loan Parties as at the nine (9) months ended September 30, 2004 and (ii) the unaudited related Consolidated statement of income and Consolidated statement of cash flows of the Loan Parties for the nine (9) months then ended, duly certified by the Chief Financial Officer of the Parent, copies of which have been furnished to the Agents and each Lender, fairly present the Consolidated financial condition of the Loan Parties, as the case may be, as at such date and the Consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date, all in accordance with GAAP applied on a consistent basis, and since December 31, 2004 there has been no Material Adverse Change.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding Equity Interests in the Borrower has been validly issued, is fully paid and non-assessable and, immediately following the consummation of the Transaction, is owned free and clear of all Liens. (Ab) 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 its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class of its Equity Interests 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 Equity Interests in each Loan Party's Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents. Each such Subsidiary (i) is a corporation duly organized, validly existing and in 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 would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under except where the Loan Documents failure to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such requisite corporate power and authority which could would not be reasonably be expected, individually or in the aggregate, likely to have a Material Adverse Effect. (bc) Set forth The execution, delivery and performance by each Loan Party of each Transaction Document to which it is or is to be a party, and the consummation of the Transaction and the other transactions contemplated by the Transaction Documents, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which would be reasonably likely to have a Material Adverse Effect. (d) 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 any Loan Party of any Transaction Document to which it is or is to be a party, or for the consummation of the Transaction or the other transactions contemplated by the Transaction Documents, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to the Permitted Liens) or (iv) the exercise by the Administrative Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(b4.01(d) hereto is a list (or required in connection with the Liens created under the Collateral Documents), all of which have been duly obtained, taken, given or made and are in full force and effect. All applicable waiting periods in connection with the Transaction or the transactions contemplated by the Transaction Documents have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction and the other transactions contemplated by the Transaction Documents have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and their direct Subsidiaries as of the Effective Dateeach other Transaction Document when delivered hereunder will have been, showing as of the Effective Date hereof as to duly executed and delivered by each such Person the jurisdiction of its organizationLoan Party party thereto. This Agreement is, and each other Transaction Document when delivered hereunder will be, the number of shareslegal, membership interests or partnership interests (as applicable) valid and binding obligation of each class of Loan Party party thereto, enforceable against such Loan Party in accordance with its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan Party. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens. As of the date hereof, the copy of the charter of the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)terms.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, corporation or limited liability company or limited partnership company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation, as applicable, (ii) is duly qualified and in good standing as a foreign corporation, company corporation or limited partnership liability company, as applicable, 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 is not reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation or formation, as applicable, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor have capital stock of all of such Subsidiaries has been validly issued, are is fully paid and non-assessable and are is owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens. As , except those permitted by or created under the Loan Documents. (c) The execution, delivery and performance by each Loan Party of this Agreement, the Notes, each other Loan Document, each Deed, each Master Lease and the Certificate of Merger to which it is or is to be a party, and the consummation of the date hereoftransactions 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, bylaws, certificate of formation or operating agreement, as applicable, (ii) violate any law (including, without limitation, the copy Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the charter Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award imposed upon or applicable to such Loan Party, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is reasonably likely, either individually or in the aggregate, 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 any Loan Party of this Agreement, the Notes, any other Loan Document, any Deed, each Master Lease or the Certificate of Merger to which it is or is to be a party, or for the consummation of the transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Administrative Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (A) authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (B) the filing and recording of certain of the Collateral Documents as described herein. (e) This Agreement has been, and each of the Notes, each other Loan Document, each Deed, each Master Lease and the Certificate of Merger 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, each Deed, each Master Lease and the Certificate of Merger 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 subject, as to enforcement only, to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability of the rights of creditors generally. (f) The Consolidated balance sheet of the Borrower and each Subsidiary Guarantor its Subsidiaries as at October 27, 1996, and each amendment thereto provided the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as of August 3, 1997, and the related Consolidated statement of income and Consolidated statement of cash flows of the Borrower and its Subsidiaries for the 40 weeks then ended, duly certified by the chief financial officer or the principal financial officer of the Borrower, copies of which have been furnished to the Administrative Agent, fairly present, subject, in the case of said balance sheet as of August 3, 1997, and said statements of income and cash flows for the 40 weeks then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations of the Borrower 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 October 27, 1996, there has been no Material Adverse Change. (g) The Consolidated forecasted balance sheets, income statements and cash flows statements of the Borrower and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(b)3.01(g)(xiii) or 5.03

Representations and Warranties of the Borrower. The Borrower represents and warrants as of the Effective Date and each date referred to in Section 3.02 as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 expected to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse Effectconducted. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof Effective Date and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Effective Date. All of the outstanding Equity Interests in each Subsidiary Guarantor have Loan Party's Subsidiaries has been validly issued, are fully paid and non-assessable and are owned by the Borrower such Loan Party or one or more of its Subsidiaries (except to the extent such Equity Interests are required by the laws of the jurisdiction of incorporation of such Loan Party or Subsidiary, as applicable, to be held by any third party solely for the purpose of complying with the laws for the incorporation or formation of such Loan Party or Subsidiary, as applicable) free and clear of all Liens. As , except those created under the Collateral Documents. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the date hereofTransaction, 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 bylaws, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of its properties, except for any such conflict, breach or default that could not reasonably be expected to have a Material Adverse Effect or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the copy violation or breach of which could be reasonably expected 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 any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the charter Transaction, (ii) the grant by any Loan Party of the Borrower Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by any Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each Subsidiary Guarantor other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each amendment thereto provided pursuant to Section 3.01(b)other Loan 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.

Representations and Warranties of the Borrower. The ---------------------------------------------- Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or limited partnership corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) is duly qualified and in good standing as a foreign corporation, company or limited partnership 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 is not reasonably expected to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) corporate power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted and (B) execute, deliver and perform its obligations under except to the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified extent the failure to do business or in good standing or to have such power and authority which could so is not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable and, as of the date of this Agreement, is owned by the Parent Guarantor in the amounts and types specified in Schedule 4.01(a) free and clear of any Liens except those created or permitted under the Loan Documents. (b) Set As of the date of this Agreement, set forth on Schedule 4.01(b) hereto is a complete and accurate list of the all Subsidiaries of each Loan Parties and their direct Subsidiaries as of the Effective DateParty, showing as of the Effective Date hereof (as to each such Person Subsidiary) the jurisdiction of its organizationincorporation, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the applicable Loan Partynumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Subsidiary Guarantor have capital stock of all of such Subsidiaries has been validly issued, are is fully paid and non-assessable and are is owned by the Borrower such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created or permitted under the Loan Documents. As Each such Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction 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 is not reasonably expected to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted except to the extent the failure to do so is not reasonably expected to have a Material Adverse Effect. (c) The execution, delivery and performance by each Loan Party of this Agreement, each other Loan Document and each Related Document to which it is or is to be a party, and the consummation of the transactions contemplated hereby and thereby, 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 bylaws, (ii) violate any law (including, without limitation, the copy Securities Exchange Act of 1934), rule, regulation (including, without limitation, Regulation X of the charter Board of Governors of the Borrower Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Loan Party, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is reasonably expected 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 to be obtained by the Loan Parties for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement, any other Loan Document or any Related Document to which it is or is to be a party, or for the consummation of the Acquisition or the other transactions contemplated hereby or thereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including the first priority nature thereof subject only to the Liens and security interests permitted in the Loan Documents) or (iv) the exercise by the Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d), all of which have been duly obtained, taken, given or made and are in full force and effect. All applicable waiting periods in connection with the Acquisition and the other transactions contemplated hereby and thereby have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Acquisition or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise to dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) This Agreement has been, and each Subsidiary Guarantor other Loan Document and each amendment thereto provided pursuant Related Document when delivered hereunder will have been, duly executed and delivered by each Loan Party thereto. This Agreement is, and each other Loan Document and each Related Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to Section 3.01(b)or limiting creditors' rights or by equitable principles generally.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (i) is a corporation, limited partnership or limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation, company limited partnership or limited partnership liability company 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, limited liability company or partnership (as applicable) power and authority (including including, without limitation, all permitsgovernmental licenses, permits and other approvals, licenses or other authorizations) to (A) own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted conducted. All of the outstanding Equity Interests in the Subsidiary Guarantors and (Bthe Borrower have been validly issued, are fully paid and non-assessable and, are owned by the Persons in the amounts specified on Schedule 4.01(a) executehereto free and clear of all Liens, deliver and perform its obligations except those created under the Loan Documents to which it is a party, except in each case referred to in clauses (ii) or (iii)(A) for any failures to be so organized, existing, qualified to do business or in good standing or to have such power and authority which could not reasonably be expected, individually or in the aggregate, have a Material Adverse EffectCollateral Documents. (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of the Loan Parties and their direct Subsidiaries as of the Effective DateParent Guarantor (including the Borrower) that own any direct or indirect interest in the Borrowing Base Properties, showing as of the Effective Date date hereof (as to each such Person Subsidiary) the jurisdiction of its organization, the number of shares, membership interests or partnership interests (as applicable) shares of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class of its Equity Interests owned (directly or indirectly) by the applicable Loan PartyParty indicated on such Schedule 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 Equity Interests in each such Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries such designated Loan Party free and clear of all Liens, except those created under the Collateral Documents. As Each such Subsidiary (i) is a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company, as the copy case may be, 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 charter of failure to so qualify or be licensed could not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All Equity Interests in the Subsidiary Guarantors and the Borrower and each Subsidiary Guarantor and each amendment thereto provided pursuant to Section 3.01(b)have been pledged to