Common use of REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT Clause in Contracts

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties of the Borrower contained in Article V of the Credit Agreement and the or any other Loan Documents Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Third Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment, as if such representations and warranties were being made on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has the full power and authority to execute and deliver this First Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower, and (iii) this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute a legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance of this First Amendment nor and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower's Organization Documents; (b) conflict with or result in any Lawbreach or contravention of, or the articles creation of incorporationany Lien under, bylaws or other governance document of require any payment to be made under (i) any Contractual Obligation to which the Borrower is a party or affecting the Borrower or any the properties of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of their respective any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any applicable law to which the Borrower is subject, except in each case referred to in subsections (b) and (c) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and (e) no approval, consent, exemption, authorization, approval consent, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person (including the Board of Directors of the Borrower is necessary or any Guarantor), is required for in connection with the execution, delivery or performance by by, the Borrower of this First Amendment or the acknowledgment of this First Amendment by any Guarantorother Loan Document other than those already obtained or performed.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment, (ii) this First Amendment has been duly executed and delivered by the Borrower, and (iii) this First Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Amendment, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or any of its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Second Amendment, (ii) this Second Amendment has been duly executed and delivered by the Borrower, and (iii) this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board board of Directors directors of the Borrower or any Guarantor), Borrower) is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment, and each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment constitutes (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or any of its SubsidiariesGuarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower or Borrower, any of its Subsidiaries Guarantor or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in of the Credit Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance by each applicable Loan Party of this First Amendment nor and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person’s Organization Documents; (ii) conflict with or result in any Lawbreach or contravention of, or the articles creation of incorporationany Lien under, bylaws or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other governance document of the Borrower or any of its Subsidiariessimilar instruments, or any indenture, agreement or other instrument to which such Person is a party or affecting such Person or the Borrower properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of their respective any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and (e) no approval, consent, exemption, authorization, approval consent, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person (including the Board of Directors of the Borrower is necessary or any Guarantor), is required for in connection with the execution, delivery or performance by the Borrower by, any applicable Loan Party of this First Amendment other than those already obtained or the acknowledgment of this First Amendment by any Guarantorperformed.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof hereof, and immediately after giving effect to the amendments contemplated by the foregoing Section 1this Sixth Amendment: (a) the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement Article II, Article V and the each other Loan Documents Document, or which are contained in any document that has been furnished under or in connection herewith or therewith, are (i) with respect to representations and warranties that contain a materiality qualification, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects, and except that for purposes hereof, except (x) to the extent Administrative Agent has been previously notified of any changes in the facts on which such representations and warranties were based in a certificate delivered to Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement, (y) the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (z) any representation and warranty that by its terms is made only as of an earlier date, is true and correct in all material respects (or in the date hereof as made on case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Defaultexists; (ci) the Borrower and each Guarantor has full power and authority to execute and deliver this First Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Borrower and each Guarantor and (iii) this First Sixth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and each Guarantor, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Sixth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will (i) conflict with any Law, the articles of incorporation, bylaws or other governance document Organization Documents of the Borrower or any Guarantor, (ii) violate any Applicable Law applicable to the Borrower or any Guarantor in any material respect (other than failures to obtain governmental authorizations, make filings or provide notices, etc. which do not violate Section 5.03 of its Subsidiariesthe Credit Agreement), or (iii) conflict with any indenture, agreement or other instrument Contractual Obligation to which the Borrower or a Guarantor is a party or affecting the Borrower, any Guarantor or the properties of the Borrower or any of its Subsidiaries or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower, any Guarantor or their respective property is subject, except in each case referred to in this clause (iii) for such violations, breaches and defaults that, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person not previously obtained is required to be obtained or made by (including the Board of Directors of i) the Borrower or any Guarantor), is required for as a condition to the execution, delivery or performance by the Borrower of this First Sixth Amendment or (ii) any Guarantor as a condition to the acknowledgment acknowledgement by any Guarantor of this First Amendment by any GuarantorSixth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its -------------------------------------------------------- execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by amendment provided in the foregoing Section 11 and the Waiver and Seventh Amendment to Amended and Restated Credit Agreement referred to therein: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents Promissory Note are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment constitutes and the Promissory Note, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;; and (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor)Person, is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any Person that executed a Guaranty Agreement (each such Person being a "Guarantor."). ---------

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents (other than those representations and warranties that specifically relate to an earlier date) are true and correct in all material respects on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentSecond Amendment and the Credit Agreement, as amended hereby, the execution, delivery and performance of this Second Amendment and the Credit Agreement, as amended hereby, has been duly authorized by all corporate action of the Borrower, and this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Lawlaw, the articles of incorporation, bylaws rule or other governance document of the Borrower or regulation to which any of its SubsidiariesObligor is subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Obligor or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) execution, delivery or performance by the Borrower of this First Second Amendment and the Credit Agreement, as amended hereby, or the (ii) acknowledgment of this First Second Amendment by any each Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) each of the Borrower and TMK has full power and authority to execute and deliver this First Fourth Amendment, (ii) this Fourth Amendment has been duly executed and delivered by each of the Borrower and TMK, and (iii) this First Fourth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of each of the Borrower, Borrower and TMK enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Fourth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesTMK, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries TMK or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by the Borrower or TMK of this First Amendment or the acknowledgment of this First Amendment by any GuarantorFourth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by amendment set forth in the foregoing Section 11 of this Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment, (ii) this Amendment has been duly executed and delivered by Borrower, and (iii) this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;; and (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantornot previously obtained), is required for (i) the execution, delivery or performance by the Borrower of this First Amendment Amendment, or (ii) the acknowledgment by each Guarantor of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) each of the Borrower and TMK has full power and authority to execute and deliver this First Fifth Amendment, (ii) this Fifth Amendment has been duly executed and delivered by each of the Borrower and TMK, and (iii) this First Fifth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of each of the Borrower, Borrower and TMK enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Fifth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesTMK, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries TMK or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by the Borrower or TMK of this First Amendment or the acknowledgment of this First Amendment by any GuarantorFifth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower Company has full power and authority to execute execute, deliver and deliver perform this First Amendment and the Credit Agreement, as amended by this First Amendment, the execution, delivery and performance of this First Amendment and the Credit Agreement, as amended by this First Amendment, have been duly authorized by all corporate action of Company, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended by this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower Law to which Company or any of its Subsidiaries, Subsidiaries if subject or any indenture, agreement or other instrument to which the Borrower Company or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantornot previously obtained), is required for the (i) execution, delivery or performance by the Borrower Company of this First Amendment and the Credit Agreement, as amended by this First Amendment, or the (ii) acknowledgment of this First Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Loan Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower Company has full corporate power and authority to execute and deliver this First AmendmentAgreement and the Security Agreement, (ii) each Granting Party has full legal power and authority to execute, deliver and perform the Security Agreement, (iii) this First Amendment constitutes Agreement, the Security Agreement and the Loan Agreement, as amended hereby, constitute the legal, valid and binding respective obligations of the BorrowerCompany, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws, (iv) the Security Agreement constitutes the legal, valid and binding respective obligations of each Granting Party, enforceable against each Granting Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither (i) the execution, delivery and performance by the Company of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any LawAgreement, the articles Security Agreement and the Loan Agreement, as amended hereby, do not and will not conflict with, result in a breach of incorporation, bylaws or other governance document constitute a default under any Organization Document of the Borrower Company or any of its Subsidiaries, or any indenture, agreement or other instrument Contractual Obligation to which the Borrower Company is a party or by which its respective properties may be bound and (ii) the execution, delivery and performance by each Granting Party of the Security Agreement does not and will not conflict with, result in a breach of or constitute a default under any Organization Document of any Granting Party or any of Contractual Obligation to which any Granting Party is a party or by which its Subsidiaries or any of their respective property is subjectproperties may be bound; and (e) (i) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Company’s Board of Directors of the Borrower or any Guarantor), Directors) not previously obtained is required for the execution, delivery or performance by the Borrower Company of this First Amendment Agreement and the Security Agreement and (ii) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person (including any Granting Party’s Board of Directors or similar governing body) not previously obtained is required for the acknowledgment of this First Amendment execution, delivery or performance by any GuarantorGranting Party of the Security Agreement.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its -------------------------------------------------------- execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 11 and the waiver contemplated by the foregoing Section 2: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;; and (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any GuarantorBorrower), is required that has not been obtained for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment, and (ii) this First Amendment constitutes has been duly executed and delivered by the Borrower, and (iii) this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board board of Directors directors of the Borrower or any Guarantor), Borrower) is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement (other than with respect to Section 4.5 of the Credit Agreement as a result of that certain Loan and the other Loan Documents Security Agreement, Security Agreement in Copyrighted Works and Patent and Trademark Security Agreement, each dated March 26, 1997, with Greyrock Business Credit, a division of NationsCredit Commercial Corporation) are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentSecond Amendment and the Replacement Note, and this First Amendment constitutes Second Amendment, the Replacement Note, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Second Amendment, the Replacement Note or the Credit Agreement, as amended hereby, nor the consummation of any transactions transaction contemplated herein or therein, will conflict with any Lawlaw, the articles of incorporation, bylaws rule or other governance document of regulation to which the Borrower or any of its Subsidiariesis subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors any partner of the Borrower or any Guarantor), ) not already obtained is required for the execution, delivery or performance by (i) the Borrower of this First Second Amendment or (ii) the acknowledgment Guarantor of this First Amendment by any Guarantorthe Guaranty Agreement.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Third Amendment, and this First Third Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Third Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any GuarantorBorrower), is required for the execution, delivery or performance by the Borrower of this First Third Amendment or the acknowledgment of this First Third Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof hereof, and immediately after giving effect to the amendments contemplated by the foregoing Section 1this Sixth Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of footnotes and shall be subject to normal year-end audit adjustments; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Borrower, and (iii) this First Sixth Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Sixth Amendment, nor the consummation of any transactions contemplated herein herein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or any of its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) and no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of not previously obtained is required to be obtained or made by the Borrower or any Guarantor), is required for pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by the Borrower of this First Sixth Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorSixth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof hereof, and immediately after giving effect to the amendments contemplated by the foregoing Section 1this First Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment, (ii) this First Amendment has been duly executed and delivered by the Borrower, and (iii) this First Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein herein, will conflict with (i) any Law, the articles of incorporation, bylaws or other governance document Constituent Documents of the Borrower or any of its Subsidiaries, (ii) to Borrower’s knowledge, any Law applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of not previously obtained is required to be obtained or made by the Borrower or any Guarantor), is required for pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by the Borrower of this First Amendment Amendment, or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Second Amendment, and this First Second Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the execution, delivery or performance by the Borrower of this First Second Amendment or the acknowledgment of this First Second Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute execute, deliver and deliver perform this First Second Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectively, the "Replacement Notes"), and the Credit Agreement, as amended by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this First Amendment constitutes Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Second Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Lawlaw, the articles of incorporation, bylaws rule or other governance document of regulation to which the Borrower or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subjectissubject; and (e) no authorization, approval consent, or other action by, notice to, or filing with, any governmental authority Tribunal or other Person (including other than the Board of Directors of the Borrower or any Guarantor), Borrower) is required for the (i) execution, delivery or performance by the Borrower of this First Amendment Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or the acknowledgment (ii) acknowledgement of this First Second Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First AmendmentAmendment and the replacement Revolving Loan Note and Term Loan Note payable to the order of each Increasing Lender (collectively, and the “Replacement Notes”), (ii) this First Amendment constitutes and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Amendment, the Replacement Notes, or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment Replacement Notes, or (ii) the acknowledgement by each Guarantor of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Credit Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment, and (ii) this First Amendment constitutes has been duly executed and delivered by the Borrower, and (iii) this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or any of its Subsidiaries, (ii) to Borrower's knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Second Amendment, (ii) this Second Amendment has been duly executed and delivered by the Borrower, and (iii) this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board board of Directors directors of the Borrower or any Guarantor), Borrower) is required for the execution, delivery or performance by the Borrower of this First Second Amendment or the acknowledgment acknowledged by any Subsidiary Guarantor of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 1:: -14- (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower Company has full power and authority to execute execute, deliver and deliver perform this First Third Amendment, the Revolving Loan Notes, the Bid Rate Notes, and the Credit Agreement, as amended by this Third Amendment, the execution, delivery and performance of this Third Amendment, the Revolving Notes, the Bid Rate Notes, and the Credit Agreement, as amended by this Third Amendment, have been duly authorized by all corporate action of Company, and this First Amendment constitutes Third Amendment, the Revolving Notes, the Bid Rate Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Third Amendment, the Revolving Notes, the Bid Rate Notes, or the Credit Agreement, as amended by this Third Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower Law to which Company or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower Company or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantornot previously obtained), is required for the (i) execution, delivery or performance by the Borrower Company of this First Amendment Third Amendment, the Revolving Notes, the Bid Rate Notes, and the Credit Agreement, as amended by this Third Amendment, or the acknowledgment (ii) acknowledgement of this First Third Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and hereof, after giving effect to taking into account the amendments contemplated by the foregoing Section 1effectiveness of this Fourth Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Fourth Amendment, (ii) this Fourth Amendment has been duly executed and delivered by the Borrower, and (iii) this First Fourth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Fourth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will violate any Law or conflict with any Law, the articles of incorporation, bylaws or other governance document organizational documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), Borrower) not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorFourth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower Guarantors represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Guaranty Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower each Guarantor has full power and authority to execute and deliver this First Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this First Sixth Amendment constitutes and the Guaranty Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerGuarantors, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Sixth Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles Law or Organization Documents of incorporation, bylaws or other governance document any of the Borrower or any of its SubsidiariesGuarantors, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Guarantors or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by any of the Borrower Guarantors of this First Amendment or the acknowledgment of this First Amendment by any GuarantorSixth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Fourth Amendment, and this First Fourth Amendment constitutes the legal, valid and binding obligations obligation of the Borrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal byfederal or state securities laws; (d) neither the execution, delivery and performance of this First Fourth Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the execution, delivery or performance by the Borrower of this First Fourth Amendment or the acknowledgment of this First Fourth Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Second Amendment, (ii) this Second Amendment has been duly executed and delivered by the Borrower, and (iii) this First Second Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Second Amendment, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or any of its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Second Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments amendment contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement (other than those representations and warranties that specifically relate to an earlier date) and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full corporate power and authority to execute and deliver this First Second Amendment, and this First Second Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment nor the consummation of any transactions contemplated herein will conflict with any material Applicable Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any material indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subjectmay be bound; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the execution, delivery or performance by the Borrower of this First Second Amendment or the acknowledgment of this First Second Amendment by any GuarantorGuarantor other than (i) those approvals and consents already obtained, and (ii) consents under immaterial contractual obligations.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; except as otherwise expressly provided in Section 4.2 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default, it being understood that by execution of a counterpart hereof, each Lender waives all Defaults or Events of Default arising under Sections 7.11, 7.12, 7.13 and 7.19 as of September 30, 1999 or for any date or period prior to such date and under Section 6.1(a) with respect to the monthly statements for the months of July, 1999 and August, 1999; (c) the Borrower has full power and authority to execute and deliver this First Fourth Amendment, and this First Fourth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;; and (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any GuarantorBorrower), is required that has not been obtained for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorFourth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and that after giving effect to the amendments contemplated by the foregoing Section 1: (a1) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty relates expressly to a specified date or is no longer correct because of a change in circumstances permitted by the Loan Documents; (b2) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c3) the Borrower has full power and authority to execute and deliver this First Amendment, the Fourth Amendment, and the Credit Agreement, as amended hereby, and this First Amendment, the Fourth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d4) neither the execution, delivery and performance of this First Amendment, the Fourth Amendment nor or the consummation of any transactions contemplated herein Credit Agreement, as amended by this Amendment, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of the Law to which Borrower or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e5) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Tribunal or other Person (including the Board of Directors of the Borrower or any Guarantor)Person, is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1this Third Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Third Amendment and each replacement Revolving Loan Note payable to the order of each Lender (collectively, the “Replacement Notes”), (ii) this Third Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this Third Amendment, the Replacement Notes and this First Amendment constitutes the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Third Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or the Guarantor, (ii) any of its Subsidiaries, Law applicable to the Borrower or the Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Borrower, the Guarantor or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Third Amendment or the acknowledgment Replacement Notes or (ii) the acknowledgement by the Guarantor of this First Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) this First Third Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board board of Directors directors of the Borrower or any Guarantor), Borrower) is required for the execution, delivery or performance by the Borrower of this First Third Amendment or the acknowledgment acknowledged by any Subsidiary Guarantor of this First Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, ,as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 11 and the consent provided in the foregoing Section 2: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute execute, deliver and deliver perform this First Amendment, the Notes (as defined in Section 4(c) of this First Amendment), the Amended Collateral Documents (as defined in Section 4(d) of this First Amendment) and the Credit Agreement, as amended by this First Amendment, the execution, delivery and performance of this First Amendment, the Notes, the Amended Collateral Documents, and the Credit Agreement, as amended by this First Amendment, has been duly authorized by all corporate action of the Borrower, and this First Amendment constitutes Amendment, the Notes, the Amended Collateral Documents, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Amendment, the Notes, the Amended Collateral Documents, or the Credit Agreement, as amended by this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of Law to which the Borrower or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor)Person, is required for the (i) execution, delivery or performance by the Borrower of this First Amendment Amendment, the Notes, the Amended Collateral Documents, and the Credit Agreement, as amended by this First Amendment, or the acknowledgment (ii) acknowledgement of this First Amendment by any GuarantorPEI or PUM.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by waiver set forth in the foregoing Section 1:2: FIFTH AMENDMENT TO CREDIT AGREEMENT - 3 (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Fifth Amendment, (ii) this Fifth Amendment has been duly executed and delivered by the Borrower, and (iii) this First Fifth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Fifth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Fifth Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorFifth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments amendment contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement (other than those representations and warranties that specifically relate to an earlier date) and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full corporate power and authority to execute and deliver this First Third Amendment, and this First Third Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Third Amendment nor the consummation of any transactions contemplated herein will conflict with any material Applicable Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any material indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subjectmay be bound; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the execution, delivery or performance by the Borrower of this First Third Amendment or the acknowledgment of this First Third Amendment by any GuarantorGuarantor other than (i) those approvals and consents already obtained, and (ii) consents under immaterial contractual obligations.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 11 and the agreements set forth in the foregoing Sections 2 and 3: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Second Amendment, and the Credit Agreement, as amended hereby, the execution, delivery and performance of this First Second Amendment constitutes and the Credit Agreement, as amended hereby, has been duly authorized by all corporate action of the Borrower, and this Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Lawlaw, the articles of incorporation, bylaws rule or other governance document of regulation to which the Borrower or any of its SubsidiariesSubsidiaries is subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) execution, delivery or performance by the Borrower of this First Second Amendment and the Credit Agreement, as amended hereby, or the acknowledgment (ii) acknowledgement of this First Second Amendment by any each Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentSecond Amendment and the Credit Agreement, as amended hereby, and this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor)Person, is required for the execution, delivery or performance by the Borrower of this First Second Amendment or the acknowledgment of this First Second Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof hereof, and after giving effect to the amendments contemplated by the foregoing Section 1this Third Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) this First Third Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Third Amendment, nor the consummation of any transactions contemplated herein herein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or any of its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Third Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by set forth in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to an implied covenant of good faith and fair dealing and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantornot already obtained), is required for the execution, delivery or performance by (i) the Borrower of this First Amendment or (ii) the acknowledgment of this First Amendment by any Guarantor, other than those already obtained or made; and (e) all of the conditions precedent to the advance of the term loan under the Term Credit Agreement shall have been satisfied.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by set forth in Section 1 hereof and the foregoing limited waiver set forth in Section 12 hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Fourth Amendment, (ii) this Fourth Amendment has been duly executed and delivered by the Borrower, and (iii) each of this First Fourth Amendment and the Credit Agreement, as amended hereby, constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and by general principles the availability of equity (equitable remedies, regardless of whether enforcement is sought considered in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Fourth Amendment, nor the consummation of any transactions contemplated herein herein, will conflict with any Lawwith, the articles result in a breach of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or constitute a default under any indenture, agreement or other instrument to which the Borrower is a party or by which any of its Subsidiaries properties may be bound or any of their respective property is subjectGovernmental Approval relating to Borrower, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower or any Guarantor), Borrower) is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorFourth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and hereof, after giving effect to taking into account the amendments contemplated by the foregoing Section 1effectiveness of this Second Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Second Amendment, the replacement Revolving Loan Note for the Lender in the amount of the Commitment as increased by this Second Amendment (the “Replacement Note”), (ii) this Second Amendment and the Replacement Note have been duly executed and delivered by the Borrower, and (iii) this First Second Amendment constitutes and the Replacement Note and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Second Amendment, the Replacement Note or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document organizational documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), Borrower) not previously obtained is required for the execution, delivery or performance by the Borrower of this First Second Amendment or the acknowledgment of this First Amendment by any GuarantorReplacement Note.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and hereof, after giving effect to the amendments contemplated by the foregoing amendment provided for in Section 11 of this Seventh Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Seventh Amendment and the Replacement Promissory Note for the Lender in the amount of $40,000,000 (the “Replacement Promissory Note”), (ii) this Seventh Amendment and the Replacement Promissory Note have been duly executed and delivered by the Borrower, and (iii) this Seventh Amendment, the Replacement Promissory Note, and this First Amendment constitutes the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Seventh Amendment, the Replacement Promissory Note or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will violate any Law or conflict with any Law, the articles of incorporation, bylaws or other governance document organizational documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), Borrower) not previously obtained is required for the execution, delivery or performance by the Borrower of this First Seventh Amendment or the acknowledgment of this First Amendment by any GuarantorReplacement Promissory Note.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Second Amendment, (ii) this Second Amendment has been duly executed and delivered by the Borrower, and (iii) this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Second Amendment, or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with or contravene (i) any Law, the articles of incorporation, bylaws or other governance document Organizational Document of the Borrower, (ii) any law or governmental regulation or court decree or order binding on or affecting the Borrower or any of its Subsidiariesthat could reasonably be expected to have a Material Adverse Effect, or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject, that could reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower not previously obtained or any Guarantor), made is required for the (i) due execution, delivery or performance by the Borrower of this First Amendment Second Amendment, or (ii) the acknowledgment by any Subsidiary Guarantor of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and hereof, after giving effect to the amendments contemplated by provided for in Section 1 of this Amendment and the foregoing waiver provided for in Section 1:2 of this Amendment: 5. (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except for (i) Section 4.3(i)(C) of the Credit Agreement with respect to the Note Offering, (ii) Section 4.6(a) of the Credit Agreement with respect to a restatement of the Financial Statements as a result of the Accounting Adjustments, (iii) Section 4.10 of the Credit Agreement with respect to Litigation as a result of the Accounting Adjustments, (iv) Section 4.13 of the Credit Agreement with respect to a reduction in Taxes as a result of the Accounting Adjustments, and (v) Section 4.15 of the Credit Agreement with respect to options of Bob Xxxxxx, Xxke Xxxxx xxx John Xxxxxxxxx xx purchase more than 150,000 shares of Capital Stock of the Borrower; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment constitutes the legal, valid and binding obligations obligation of the Borrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity indemnify may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein or therein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) except for authorizations, approvals, consents and other actions received or taken prior to the execution and acknowledgment thereof, no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any GuarantorBorrower), is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower Guarantors represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Guarantee Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower each Guarantor has full power and authority to execute and deliver this First Amendment, (ii) Limited has full power and authority to execute and deliver this First Amendment, (iii) this First Amendment constitutes has been duly executed and delivered by the Guarantors, and (iv) this First Amendment and the Guarantee Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Guarantee Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesLimited, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Limited or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower Guarantors of this First Amendment or (ii) the acknowledgment by each Borrower of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments amendment contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement (other than those representations and warranties that specifically relate to an earlier date) and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full corporate power and authority to execute and deliver this First Fourth Amendment, and this First Fourth Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Fourth Amendment nor the consummation of any transactions contemplated herein will conflict with any material Applicable Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any material indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; andmay be bound; (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including other than the Board of Directors of the Borrower or any Guarantor), is required for the execution, delivery or performance by the Borrower of this First Fourth Amendment or the acknowledgment of this First Fourth Amendment by any GuarantorGuarantor other than (i) those approvals and consents already obtained, and (ii) consents under immaterial contractual obligations; and (f) the total amount of Indebtedness which may be outstanding under the Credit Agreement as a result of any increase in the Revolving Credit Commitment pursuant to Section 2.17 of the Credit Agreement will at all times be "Permitted Indebtedness" as such term is defined in the Senior Subordinated Notes Indenture.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a1) the representations and warranties contained in the Credit Agreement and the other Loan Documents (other than those representations and warranties that specifically relate to an earlier date) are true and correct in all material respects on and as of the date hereof as if made on and as of such date; (b2) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c3) the Borrower has full power and authority to execute and deliver this First AmendmentThird Amendment and the Credit Agreement, as amended hereby, the execution, delivery and performance of this Third Amendment and the Credit Agreement, as amended hereby, has been duly authorized by all corporate action of the Borrower, and this First Third Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d4) neither the execution, delivery and performance of this First Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Lawlaw, the articles of incorporation, bylaws rule or other governance document of the Borrower or regulation to which any of its SubsidiariesObligor is subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Obligor or any of their respective property is subject; and (e5) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) execution, delivery or performance by the Borrower of this First Third Amendment and the Credit Agreement, as amended hereby, or the (ii) acknowledgment of this First Third Amendment by any each Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in of the Credit Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance by each applicable Loan Party of this First Amendment nor and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person's Organization Documents; (ii) conflict with or result in any Lawbreach or contravention of, or the articles creation of incorporationany Lien under, bylaws or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other governance document of the Borrower or any of its Subsidiariessimilar instruments, or any indenture, agreement or other instrument to which such Person is a party or affecting such Person or the Borrower properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of their respective any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and (e) no approval, consent, exemption, authorization, approval consent, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person (including the Board of Directors of the Borrower is necessary or any Guarantor), is required for in connection with the execution, delivery or performance by the Borrower by, any applicable Loan Party of this First Amendment other than those already obtained or the acknowledgment of this First Amendment by any Guarantorperformed.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Third Amendment and to perform this Third Amendment and the Credit Agreement, as amended by this Third Amendment, the execution and delivery of this Third Amendment and the performance of this Third Amendment and the Credit Agreement, as amended by this Third Amendment, has been duly authorized by all corporate action of the Borrower, and this First Third Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the executionexecution and delivery of this Third Amendment, delivery and or the performance of this First Third Amendment or the Credit Agreement, as amended by this Third Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of Applicable Law to which the Borrower or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject, except to the extent that any such contravention or conflict could not reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor)Person, is required for the execution, (i) execution and delivery of this Third Amendment or performance by the Borrower of this First Third Amendment and the Credit Agreement, as amended by this Third Amendment, or the (ii) acknowledgment of this First Third Amendment by any GuarantorPEI or PUM.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its -------------------------------------------------------- execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentAmendment and the Credit Agreement, as amended hereby, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (ed) no authorization, approval consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor)Person, is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment acknowledgement of this First Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower Company has full power and authority to execute execute, deliver and deliver perform this First Amendment and the Credit Agreement, as amended by this First Amendment, the execution, delivery and performance of this First Amendment and the Credit Agreement, as amended by this First Amendment, have been duly authorized by all corporate action of Company, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended by this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower Law to which Company or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower Company or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantornot previously obtained), is required for the (i) execution, delivery or performance by the Borrower Company of this First Amendment and the Credit Agreement, as amended by this First Amendment, or the (ii) acknowledgment of this First Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments amendment contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawslaw; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws or other governance document of Law to which the Borrower or any of its SubsidiariesSubsidiary is subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Subsidiary or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any GuarantorBorrower), is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment acknowledgement of this First Amendment by any each Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the The Borrower has full power and authority to execute execute, deliver and deliver perform this First Third Amendment, and the Credit Agreement, as amended by this First Third Amendment, the execution, delivery and performance of this Third Amendment constitutes and the Credit Agreement, as amended by this Third Amendment, have been authorized by all corporate action of the Borrower, and this Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Third Amendment or the Credit Agreement, as amended by this Third Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Lawlaw, the articles of incorporation, bylaws rule or other governance document of regulation to which the Borrower or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consent, or other action by, notice to, or filing with, any governmental authority Tribunal or other Person (including other than the Board of Directors of the Borrower or any Guarantor), Borrower) is required for the (i) execution, delivery or performance by the Borrower of this First Third Amendment and the Credit Agreement, as amended by this Third Amendment, or the (ii) acknowledgment of this First Third Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Seventh Amendment, (ii) this Seventh Amendment has been duly executed and delivered by the Borrower, and (iii) this First Seventh Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Seventh Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorSeventh Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof (and after giving effect to the amendments contemplated by the foregoing waiver provided for in Section 1:2 of this First Amendment): (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment, and the replacement Note payable to the order of each Lender whose Commitment has been amended pursuant to this First Amendment constitutes (collectively, the "Replacement Notes"), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws); (d) neither the execution, delivery and performance of this First Amendment Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, except to the articles of incorporationextent that such violation could not, bylaws individually or other governance document in the aggregate, reasonably be expected to have a Material Adverse Effect, or Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) this First Third Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment Third Amendment, or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) this First Third Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Third Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and hereof, after giving effect to the amendments contemplated by the foregoing amendment provided for in Section 11 of this Sixth Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Borrower, and (iii) this First Sixth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Sixth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will violate any Law or conflict with any Law, the articles of incorporation, bylaws or other governance document organizational documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), Borrower) not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorSixth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower Guarantors represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Guaranty Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower each Guarantor has full power and authority to execute and deliver this First Amendment, and (ii) this First Amendment constitutes has been duly executed and delivered by the Guarantors, and (iii) this First Amendment and the Guaranty Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerGuarantors, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles Law or Organization Documents of incorporation, bylaws or other governance document any of the Borrower or any of its SubsidiariesGuarantors, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Guarantors or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by any of the Borrower Guarantors of this First Amendment or the acknowledgment of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the waiver and amendments contemplated by the foregoing Section 1Sections 2 and 3: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full corporate power and authority to execute execute, deliver and deliver perform this First AmendmentAgreement, and (ii) this First Amendment constitutes Agreement and the Credit Agreement, as amended hereby, constitute the legal, valid and binding respective obligations of the Borrower, enforceable against the Borrower, in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance by the Borrower of this First Amendment nor Agreement and the consummation Credit Agreement, as amended hereby, do not and will not conflict with, result in a breach of or constitute a default under, any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document Organization Document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument Contractual Obligation to which the Borrower is a party or any of by which its Subsidiaries or any of their respective property is subject; andproperties may be bound; (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Borrower’s Board of Directors of the Borrower or any Guarantor), Directors) not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or Agreement; (f) the acknowledgment Subsidiaries appearing as Guarantors on the signature pages of this First Amendment by any Guarantor.Agreement constitute all Subsidiaries of the Borrower who are required to be Guarantors pursuant to the Credit Agreement..

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in of the Credit Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this First Amendment and the Credit Agreement, as amended hereby, each constitutes the a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance by each applicable Loan Party of this First Amendment nor and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person's Organization Documents; (ii) conflict with or result in any Lawbreach or contravention of, or the articles creation of incorporationany Lien under, bylaws or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other governance document of the Borrower or any of its Subsidiariessimilar instruments, or any indenture, agreement or other instrument to which such Person is a party or affecting such Person or the Borrower properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of their respective any Governmental Authority or any arbitral award to which such Person or its property is subject; andor (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; (e) no approval, consent, exemption, authorization, approval consent, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person (including the Board of Directors of the Borrower is necessary or any Guarantor), is required for in connection with the execution, delivery or performance by the Borrower by, any applicable Loan Party of this First Amendment other than those already obtained or performed; and (f) the acknowledgment Organization Documents of this First Amendment by any Guarantorthe Loan Parties and the resolutions of such Loan Parties attached to the officer's certificate most recently delivered to the Lender have not been modified or rescinded and remain in full force and effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents Borrowers represent and warrants warrant that, as of the date hereof and after giving effect to the amendments contemplated by amendment set forth in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except that any representation or warranty that is qualified as made on to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has Borrowers have full power and authority to execute and deliver this First Amendment, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrowers, enforceable against the Borrowers in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsLaws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions transaction contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Document of the Borrower or any of its SubsidiariesBorrowers, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Borrowers or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantornot already obtained), is required for the execution, delivery or performance by the Borrower Borrowers of this First Amendment or the acknowledgment of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and hereof, after giving effect to the amendments contemplated by the foregoing amendment provided for in Section 11 of this Eighth Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Eighth Amendment, (ii) this Eighth Amendment has been duly executed and delivered by the Borrower, and (iii) this First Eighth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Eighth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will violate any Law or conflict with any Law, the articles of incorporation, bylaws or other governance document organizational documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), Borrower) not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorEighth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 11 and the waiver contemplated by the foregoing Section 2: (a1) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b2) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c3) the Borrower has full power and authority to execute and deliver this First Fourth Amendment, and the Credit Agreement, as amended hereby, the execution, delivery and performance of this First Fourth Amendment constitutes and the Credit Agreement, as amended hereby, has been duly authorized by all corporate action of the Borrower, and this Fourth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d4) neither the execution, delivery and performance of this First Fourth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Lawlaw, the articles of incorporation, bylaws rule or other governance document of regulation to which the Borrower or any of its SubsidiariesSubsidiaries is subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e5) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) execution, delivery or performance by the Borrower of this First Fourth Amendment and the Credit Agreement, as amended hereby, or the (ii) acknowledgment of this First Fourth Amendment by any each Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) this First Third Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Third Amendment, or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with or contravene (i) any Law, the articles of incorporation, bylaws or other governance document Organizational Document of the Borrower, (ii) any law or governmental regulation or court decree or order binding on or affecting the Borrower or any of its Subsidiariesthat could reasonably be expected to have a Material Adverse Effect, or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject, that could reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower not previously obtained or any Guarantor), made is required for the (i) due execution, delivery or performance by the Borrower of this First Amendment Third Amendment, or (ii) the acknowledgment by any Subsidiary Guarantor of this First Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Borrower, and (iii) this First Sixth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Sixth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorSixth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and that after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty relates expressly to a specified date or is no longer correct because of a change in circumstances permitted by the Loan Documents; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentThird Amendment and the Credit Agreement, as amended hereby, and this First Third Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Third Amendment nor or the consummation of any transactions contemplated herein Credit Agreement, as amended by this Third Amendment, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of the Law to which Borrower or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Tribunal or other Person (including the Board of Directors of the Borrower or any Guarantor)Person, is required for the execution, delivery or performance by the Borrower of this First Third Amendment or the acknowledgment of this First Third Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower each Loan Party represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties of the Loan Parties contained in Article V of the Credit Agreement and the or any other Loan Documents Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date, after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance of this First Amendment nor and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person’s Organization Documents; (ii) conflict with or result in any Lawbreach or contravention of, or the articles creation of incorporationany Lien under, bylaws or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other governance document of the Borrower or any of its Subsidiariessimilar instruments, or any indenture, agreement or other instrument to which such Person is a party or affecting such Person or the Borrower properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of their respective any Governmental Authority or any arbitral award to which such Person or its property is subject; andor (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; (e) no approval, consent, exemption, authorization, approval consent, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person (including the Board of Directors of the Borrower is necessary or any Guarantor), is required for in connection with the execution, delivery or performance by the Borrower by, any Loan Party of this First Amendment other than those already obtained or performed; and (f) the acknowledgment Organization Documents of this First Amendment by any Guarantorthe Loan Parties and the resolutions of such Loan Parties attached to the officer’s certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in of the Credit Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this First Amendment and the Credit Agreement, as amended hereby, each constitutes the a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance by each applicable Loan Party of this First Amendment nor and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person's Organization Documents; (ii) conflict with or result in any Lawbreach or contravention of, or the articles creation of incorporationany Lien under, bylaws or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other governance document of the Borrower or any of its Subsidiariessimilar instruments, or any indenture, agreement or other instrument to which such Person is a party or affecting such Person or the Borrower properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of their respective any Governmental Authority or any arbitral award to which such Person or its property is subject; andor (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; (e) no approval, consent, exemption, authorization, approval consent, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person (including the Board of Directors of the Borrower is necessary or any Guarantor), is required for in connection with the execution, delivery or performance by the Borrower by, any applicable Loan Party of this First Amendment other than those already obtained or performed; and (f) the acknowledgment Organization Documents of this First Amendment by any Guarantorthe Loan Parties and the resolutions of such Loan Parties attached to the officer's certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Second Amendment, (ii) this Second Amendment has been duly executed and delivered by the Borrower, and (iii) this First Second Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Second Amendment, nor the consummation of any transactions contemplated herein herein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or any of its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Second Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its -------------------------------------------------------- execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Second Amendment, and this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended by this Second Amendment, nor the consummation of any transactions contemplated herein or therein will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of law to which the Borrower or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the execution, delivery or performance by the Borrower of this First Second Amendment or the acknowledgment by any Guarantor of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its -------------------------------------------------------- execution and delivery hereof, the Borrower represents and warrants that, ,as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute execute, deliver and deliver perform this First Amendment and the Credit Agreement, as amended by this First Amendment, the execution, delivery and performance of this First Amendment and the Credit Agreement, as amended by this First Amendment, have been duly authorized by all corporate action of the Borrower, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended by this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Lawlaw, the articles of incorporation, bylaws rule or other governance document of regulation to which the Borrower or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor)not already obtained, is required for the (i) execution, delivery or performance by the Borrower of this First Amendment and the Credit Agreement, as amended by this First Amendment or (ii) the acknowledgment acknowledgement by the Parent and each Subsidiary of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1this First Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such representations and warranties that are qualified as to materiality or “Material Adverse Effect” are true and correct in all respects) on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that such representations and warranties that are qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except to the extent such representations and warranties have been supplemented to the extent permitted by the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment, and (ii) this First Amendment constitutes has been duly executed and delivered by the Borrower, and (iii) this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or the Guarantor, (ii) any of its Subsidiaries, Law applicable to the Borrower or the Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Borrower, the Guarantor or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or (ii) the acknowledgment acknowledgement by the Guarantor of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1of this Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Second Amendment, (ii) this Second Amendment has been duly executed and delivered by the Borrower, and (iii) this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective termsthe terms hereof (subject as to enforcement of remedies to any applicable bankruptcy, except as enforceability may be limited by applicable Debtor Relief Laws and by general reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally); (regardless b) there exists no Event of whether enforcement is sought Default or Default under the Credit Agreement as amended hereby both before and after giving effect to this Second Amendment; (c) the representations and warranties set forth in the Credit Agreement as amended hereby and other Loan Documents are true and correct on the date hereof both before and after giving effect to this Second Amendment, except that any representations and warranties made as of a proceeding specific date are true and correct in equity or at law) and except all material respects as rights to indemnity may be limited by federal or state securities lawsof such date; (d) the Credit Agreement, as amended hereby, and the other Loan Documents remain in full force and effect; and (e) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (ef) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and that after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty relates expressly to a specified date or is no longer correct because of a change in circumstances permitted by the Loan Documents; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentSecond Amendment and the Credit Agreement, as amended hereby, and this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment nor or the consummation of any transactions contemplated herein Credit Agreement, as amended by this Second Amendment, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of the Law to which Borrower or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Tribunal or other Person (including the Board of Directors of the Borrower or any Guarantor)Person, is required for the execution, delivery or performance by the Borrower of this First Second Amendment or the acknowledgment acknowledgement of this First Second Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower and Limited represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Second Amendment, (ii) Limited has full power and authority to execute and deliver this First Second Amendment, (iii) this Second Amendment constitutes has been duly executed and delivered by the Borrower and Limited, and (iv) this Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesLimited, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Limited or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower or Limited of this First Second Amendment or (ii) the acknowledgment by each Guarantor of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in of the Credit Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date, after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance by each applicable Loan Party of this First Amendment nor and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person’s Organization Documents; (ii) conflict with or result in any Lawbreach or contravention of, or the articles creation of incorporationany Lien under, bylaws or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other governance document of the Borrower or any of its Subsidiariessimilar instruments, or any indenture, agreement or other instrument to which such Person is a party or affecting such Person or the Borrower properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of their respective any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and (e) no approval, consent, exemption, authorization, approval consent, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person (including the Board of Directors of the Borrower is necessary or any Guarantor), is required for in connection with the execution, delivery or performance by the Borrower by, any applicable Loan Party of this First Amendment other than those already obtained or the acknowledgment of this First Amendment by any Guarantorperformed.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Second Amendment,, (ii) this Second Amendment has been duly executed and delivered by the Borrower, and (iii) this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective termsthe terms hereof (subject as to enforcement of remedies to any applicable bankruptcy, except as enforceability may be limited by applicable Debtor Relief Laws and by general reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally); (regardless b) there exists no Event of whether enforcement is sought Default or Default under the Credit Agreement both before and after giving effect to this Second Amendment; (c) the representations and warranties set forth in a proceeding in equity or at law) the Credit Agreement and except as rights other Loan Documents are true and correct on the date hereof both before and after giving effect to indemnity may be limited by federal or state securities lawsthis Second Amendment; (d) the Borrower has complied with all agreements and conditions to be complied with by it under the Credit Agreement and the other Loan Documents by the date hereof; (e) the Credit Agreement, as amended hereby, and the other Loan Documents remain in full force and effect; and (f) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (eg) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower Co-Borrowers represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) (i) each of the Borrower Co-Borrowers has full power and authority to execute and deliver this First Second Amendment, (ii) this Second Amendment has been duly executed and delivered by each of the Co-Borrowers, and (iii) this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of each of the BorrowerCo-Borrowers, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Lawlaw, the articles of incorporationrule or regulation or any charter, bylaws by-laws or other governance document organizational documents of any of the Borrower or any of its SubsidiariesCo-Borrowers, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries the Co-Borrowers or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by each of the Borrower Co-Borrowers of this First Amendment or the acknowledgment of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1Section1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentSecond Amendment and the $107,960,000 Facility B Term Loan Note payable to NationsBank, N.A. (the "NationsBank Note"), and this First Second Amendment constitutes and the NationsBank Note constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment or the NationsBank Note nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including other than the Board of Directors of the Borrower or any GuarantorBorrower), is required for the execution, delivery or performance by the Borrower of this First Second Amendment or the acknowledgment of this First Second Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its -------------------------------------------------------- execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Second Amendment, and this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower or its Subsidiaries, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended by this Second Amendment, nor the consummation of any transactions contemplated herein or therein will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of law to which the Borrower or any of its Subsidiaries, Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not already obtained is required for the execution, delivery or performance by the Borrower of this First Amendment Second Amendment, or the acknowledgment by any Guarantor of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Law to which Borrower or any of its SubsidiariesSubsidiaries is subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any GuarantorBorrower), is required for the execution, delivery or performance by the (i) Borrower of this First Amendment or (ii) the acknowledgment of this First Amendment by any each Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 11 and the consent and approval provided in the foregoing Section 3: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute execute, deliver and deliver perform this First Amendment, and the Credit Agreement, as amended by this First Amendment, the execution, delivery and performance of this First Amendment, and the Credit Agreement as amended by this First Amendment, have been duly authorized by all corporate action of the Borrower, and this First, Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (( regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of the First, Amendment or the Credit Agreement, as amended by this First Amendment Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of Law to which the Borrower or any of its Subsidiaries, is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any governmental authority or other Person (Person, including the Board of Directors of the Borrower or any Guarantor)Borrower, is required for the (i) execution, delivery or performance by the Borrower of this First Amendment Amendment, and the Credit Agreement, as amended by this First Amendment, or the acknowledgment (ii) acknowledgement of this First Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower and Limited represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Fourth Amendment and the replacement Revolving Loan Note for the Lender (the “Replacement Note”), (ii) Limited has full power and authority to execute and deliver this Fourth Amendment, (iii) this Fourth Amendment and the Replacement Note have been duly executed and delivered by the Borrower and Limited, as applicable, and (iv) this First Amendment constitutes Fourth Amendment, the Replacement Note and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Fourth Amendment, the Replacement Note or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesLimited, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Limited or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Fourth Amendment or the acknowledgment Replacement Note, (ii) the execution, delivery or performance by Limited of this First Amendment Fourth Amendment, or (iii) the acknowledgment by any Guarantoreach Guarantor of this Fourth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment,, and (ii) this First Amendment constitutes has been duly executed and delivered by the Borrower, and (iii) this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective termsthe terms hereof (subject as to enforcement of remedies to any applicable bankruptcy, except as enforceability may be limited by applicable Debtor Relief Laws and by general reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally); (regardless b) there exists no Event of whether enforcement is sought Default or Default under the Credit Agreement both before and after giving effect to this First Amendment; (c) the representations and warranties set forth in a proceeding in equity or at law) the Credit Agreement and except as rights other Loan Documents are true and correct on the date hereof both before and after giving effect to indemnity may be limited by federal or state securities lawsthis First Amendment; (d) the Borrower has complied with all agreements and conditions to be complied with by it under the Credit Agreement and the other Loan Documents by the date hereof; (e) the Credit Agreement, as amended hereby, and the other Loan Documents remain in full force and effect; and (f) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (eg) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment, and (ii) this First Amendment constitutes has been duly executed and delivered by the Borrower, and (iii) this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board board of Directors directors of the Borrower or any Guarantor), Borrower) is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1this Second Amendment: (a) the The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such representations and warranties that are qualified as to materiality or “Material Adverse Effect” are true and correct in all respects) on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, 6446435v.1 25690-675 in which case they shall be true and correct in all material respects (except that such representations and warranties that are qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except to the extent such representations and warranties have been supplemented to the extent permitted by the Credit Agreement; (b) no No event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the The Borrower has full power and authority to execute and deliver this First Second Amendment, (ii) this Second Amendment has been duly executed and delivered by the Borrower, and (iii) this First Second Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither Neither the execution, delivery and performance of this First Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or the Guarantor, (ii) any of its Subsidiaries, Law applicable to the Borrower or the Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Borrower, the Guarantor or any of their respective property is properties are subject; and (e) no No authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Second Amendment or (ii) the acknowledgment acknowledgement by the Guarantor of this First Amendment by any GuarantorSecond Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower and Limited represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Third Amendment and the replacement Revolving Loan Note payable to the order of each Lender in the amount of each Lender whose Commitment is increased by this Third Amendment (the “Replacement Notes”), (ii) Limited has full power and authority to execute and deliver this Third Amendment, (iii) this Third Amendment and the Replacement Notes have been duly executed and delivered by the Borrower and Limited, as the case may be, and (iv) this First Amendment constitutes Third Amendment, the Replacement Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Third Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesLimited, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Limited or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by (A) the Borrower of this First Third Amendment or the acknowledgment Replacement Notes, and (B) Limited of this First Third Amendment or (ii) the acknowledgment by any Guarantoreach Guarantor of this Third Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute execute, deliver and deliver perform this First Second Amendment, and the Credit Agreement, as amended by this First Amendment constitutes Second Amendment, the execution, delivery and performance of this Second Amendment, and the Credit Agreement as amended by this Second Amendment, have been duly authorized by all corporate action of the Borrower, and this Second Amendment, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Second Amendment, or the Credit Agreement, as amended by this Second Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of Law to which the Borrower or any of its Subsidiaries, is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any governmental authority or other Person (Person, including the Board of Directors of the Borrower or any Guarantor)Borrower, is required for the (i) execution, delivery or performance by the Borrower of this First Amendment Second amendment, and the Credit Agreement, as amended by this Second Amendment, or the (ii) acknowledgment of this First Second Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the each Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date, other than as listed on SCHEDULE 1 hereto; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the each Borrower has full power and authority to execute and deliver this First Amendment and to perform this First Amendment and the Credit Agreement, as amended by this First Amendment, the execution and delivery of this First Amendment and the performance of this First Amendment and the Credit Agreement, as amended by this First Amendment, has been duly authorized by all corporate action of each Borrower, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the each Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the executionexecution and delivery of this First Amendment, delivery and or the performance of this First Amendment or the Credit Agreement, as amended by this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law, the articles of incorporation, bylaws or other governance document of the Applicable Law to which any Borrower or any of its Subsidiaries, their respective Subsidiaries is subject or any indenture, agreement or other instrument to which the any Borrower or any of its their respective Subsidiaries or any of their respective property is subject, except to the extent that any such contravention or conflict could not reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor)Person, is required for the execution, (i) execution and delivery or performance by the Borrower of this First Amendment or performance by the Borrowers of this First Amendment and the Credit Agreement, as amended by this First Amendment, or (ii) acknowledgment of this First Amendment by any Guarantoreach of the Subordinated Creditors (as defined in the Subordination Agreement).

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Amendment, and any replacement Note payable to the order of any Lender whose Commitment has been extended pursuant to this First Amendment constitutes that has requested such Note, if any (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective termsthe terms hereof (subject as to enforcement of remedies to any applicable bankruptcy, except as enforceability may be limited by applicable Debtor Relief Laws and by general reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally); (regardless b) there exists no Event of whether enforcement is sought Default or Default under the Credit Agreement both before and after giving effect to this First Amendment; (c) the representations and warranties set forth in a proceeding in equity or at law) the Credit Agreement and except as rights other Loan Documents are true and correct on the date hereof both before and after giving effect to indemnity may be limited by federal or state securities lawsthis First Amendment; (d) the Borrower has complied with all agreements and conditions to be complied with by it under the Credit Agreement and the other Loan Documents by the date hereof; (e) the Credit Agreement, as amended hereby, and the other Loan Documents remain in full force and effect; and (f) neither the execution, delivery and performance of this First Amendment Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (eg) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorReplacement Notes.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof hereof, and immediately after giving effect to the amendments contemplated by the foregoing Section 1this Fourth Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of footnotes and shall be subject to normal year-end audit adjustments; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Fourth Amendment, (ii) this Fourth Amendment has been duly executed and delivered by the Borrower, and (iii) this First Fourth Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment Fourth Amendment, nor the consummation of any transactions contemplated herein herein, will conflict with any Law, (i) the certificate or articles of incorporation, incorporation or the applicable constituent documents or bylaws or other governance document of the Borrower or any of its Subsidiaries, (ii)to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of not previously obtained is required to be obtained or made by the Borrower or any Guarantor), is required for pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by the Borrower of this First Fourth Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorFourth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except for (i) the Existing Events of Default, (ii) Section 4.3(i)(C) of the Credit Agreement with respect to the Note Offering, (iii) Section 4.6(a) of the Credit Agreement with respect to a restatement of the Financial Statements as a result of the Accounting Adjustments, (iv) Section 4.13 of the Credit Agreement with respect to a reduction in Taxes as a result of the Accounting - 4 - 5 Adjustments, and (v) Section 4.15 of the Credit Agreement with respect to options of Bob Xxxxxx, Xxke Xxxxx xxx John Xxxxxxxxx xx purchase more than 150,000 shares of Capital Stock of the Borrower; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default, other than the Existing Events of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentAmendment and the Collateral Documents, and this First Amendment constitutes constitutes, and the Collateral Documents will constitute, the legal, valid and binding obligations obligation of the Borrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity indemnify may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Collateral Documents nor the consummation of any transactions contemplated herein or therein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subjectsubject (except that the execution, delivery and performance of the Collateral Documents does conflict with the Note Offering); and (e) except for authorizations, approvals, consents and other actions received or taken prior to the execution and acknowledgment thereof and the consent of the holders of the notes under the Note Offering with respect to the Collateral Documents, no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any GuarantorBorrower), is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorCollateral Documents.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (ii) that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Seventh Amendment, (ii) this Seventh Amendment has been duly executed and delivered by the Borrower, and (iii) this First Seventh Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Seventh Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will violate any Law or conflict with any Law, the articles of incorporation, bylaws or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Board of Directors of the Borrower or any Guarantor), not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Seventh Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorSeventh Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower each Loan Party represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties of the Loan Parties contained in Article V of the Credit Agreement and the or any other Loan Documents Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, (ii) this Amendment has been duly executed and delivered by each Loan Party, and (iii) this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance of this First Amendment nor and the Credit Agreement, as amended hereby, and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person’s Organization Documents; (ii) conflict with or result in any Lawbreach or contravention of, or the articles creation of incorporationany Lien under, bylaws or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other governance document of the Borrower or any of its Subsidiariessimilar instruments, or any indenture, agreement or other instrument to which such Person is a party or affecting such Person or the Borrower properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of their respective any Governmental Authority or any arbitral award to which such Person or its property is subject; andor (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; (e) no approval, consent, exemption, authorization, approval consent, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person (including the Board of Directors of the Borrower is necessary or any Guarantor), is required for in connection with the execution, delivery or performance by the Borrower by, any Loan Party of this First Amendment other than those already obtained or performed; and (f) the acknowledgment Organization Documents of this First Amendment by any Guarantorthe Loan Parties and the resolutions of such Loan Parties attached to the officer’s certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute and deliver this First Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) this First Third Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws Law or other governance document Organization Documents of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the consent of the Board of Directors of the Borrower or any Guarantor), Borrower) is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentAmendment and the Credit Agreement, as amended hereby, and this First Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor)Person, is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment acknowledgement of this First Amendment by any Guarantor.