Common use of Representations; Warranties; Covenants Clause in Contracts

Representations; Warranties; Covenants. Each Borrower hereby: (a) represents and warrants to the Agent and the Lenders that all representations and warranties set forth in the Credit Agreement and all of the other Existing Financing Agreements are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary corporate or company action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its organizational documents or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants to the Agent and the Lenders that this Amendment is valid, binding and enforceable against the Borrowers in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law).

Representations; Warranties; Covenants. Each Borrower hereby: The Obligor represents, warrants, and covenants that (a) represents if not a natural person, the Obligor is duly organized, validly existing and warrants to in good standing under the Agent and the Lenders that all representations and warranties set forth in the Credit Agreement and all laws of the other Existing Financing Agreements are true jurisdiction of its organization and correct duly qualified to do business in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, those jurisdictions in which case its ownership of property or the nature of its business activities makes such representations and warranties were true and correct in all material respects on and as of such other specific date); qualification necessary; (b) reaffirms all of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it Obligor has the requisite power and authority to execute and legal right deliver this Agreement and to execute, deliver perform its obligations hereunder; and carry out the terms of this Amendment, that all such actions were action has been duly authorized by all necessary corporate or company action, as applicableproceedings on the Obligor’s part, and that neither now nor hereafter shall contravene or result in a breach of any organizational document of the officers executing this Amendment Obligor, any agreement, document, or instrument binding on the Obligor or its behalf were similarly authorized property, or any law, treaty, regulation, or order of any Governmental Authority, or require any notice, filing, or other action to or by any Governmental Authority; (c) all financial statements and empoweredother information received from the Obligor by the Bank prior to the date hereof fairly and accurately present its financial condition in accordance with generally accepted accounting principles, and that this Amendment does not contravene any provisions no material adverse change has occurred in the Obligor’s financial condition or business operations since the date thereof; (d) there are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of the Obligor, threatened against the Obligor which could result in a material adverse change in its organizational documents financial condition or of any contract or agreement to which it is a party or by which any of its properties are boundbusiness operations; and (e) represents and warrants the Obligor will promptly submit to the Agent Bank such information relating to the Obligor’s affairs (including but not limited to annual financial statements) as the Bank may reasonably request; and (f) the Lenders that this Amendment is validObligor and each transaction and obligation underlying each Credit are and shall remain in compliance with all laws, binding treaties, rules, and enforceable against the Borrowers in accordance with its terms except as such enforceability may be limited by regulations of any applicable bankruptcyGovernmental Authority, insolvencyincluding, moratorium without limitation, foreign exchange control, United States foreign assets control, and currency reporting laws and regulations, now or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law)hereafter applicable.

Representations; Warranties; Covenants. Each Borrower hereby: (a) represents and warrants to the Agent and the Lenders that all representations and warranties set forth in the Credit Agreement and all of the other Existing Financing Agreements are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary corporate or company action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its organizational documents or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants to the Agent and the Lenders that this Amendment is valid, binding and enforceable against the Borrowers in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law).

Representations; Warranties; Covenants. Each Borrower hereby: (a) represents party hereto hereby confirms that each of its representations, warranties and warrants to the Agent and the Lenders that all representations and warranties covenants set forth in the Credit Agreement and all of the other Existing Financing Agreements Servicing Agreement, as amended by this Amendment, are true and correct in all material respects as of the date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto confirms that as of the date hereof (except to its obligations under the extent any such representations Existing Servicing Agreement, as amended by this Amendment, and warranties specifically relate to a specific date, the other Credit Documents are in which case such representations full force and warranties were true effect and correct in all material respects on and as of such other specific date); (b) reaffirms all are hereby ratified. Each of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations Servicer and the termination of the commitments of the Lenders under the Credit Agreement; (c) Custodian represents and warrants to the Agent and the Lenders that (i) no Default or Servicer Event of Default (other than the Existing Events of Default) has occurred and is continuing under or, event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of the Existing Financing Agreements; Default has occurred, (dii) represents and warrants to the Agent and the Lenders that it has the authority power and legal right is duly authorized to execute, execute and deliver and carry out the terms of this Amendment, that such actions were (iii) this Amendment has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized by all necessary corporate or company action, as applicable, and that the officers executing to perform its obligations under this Amendment on its behalf were similarly authorized and empoweredthe other Credit Documents, (v) the execution, delivery and that performance by it of this Amendment does not contravene and will not require any provisions consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or any other Person, and (vi) the execution, delivery and performance by it of its organizational documents this Amendment shall not result in the breach of, or of constitute a default under, any contract material agreement or agreement instrument to which it is a party or by which any party. Each of its properties are bound; and (e) represents the Servicer and warrants the Custodian hereby acknowledge and agree to the Agent terms and conditions of the Third Amendment to the Credit Agreement, dated as of July 14, 2003 (the "Third Amendment"), by and among the Company, E-Loan, Inc. and the Lenders that this Amendment is valid, binding and enforceable against Lender to the Borrowers in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law)Credit Agreement.

Representations; Warranties; Covenants. Each Borrower hereby: (a) represents The Buyer hereby confirms that each of its representations, warranties and warrants to the Agent and the Lenders that all representations and warranties covenants set forth in the Credit Agreement and all of the other Existing Financing Agreements are true and correct in all material respects as of the date hereof (first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations and representations, warranties specifically or covenants expressly relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and earlier dates. Except as of such other specific date); (b) reaffirms all of the covenants contained in the Credit Agreement as expressly amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it has the authority and legal right to execute, deliver and carry out by the terms of this Amendment, all terms and conditions of the Agreement and the other Credit Documents shall remain in full force and effect and the Seller and the Buyer hereby ratify their respective obligations thereunder. The Buyer confirms that such actions were as of the date hereof its obligations under the Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. The Buyer represents and warrants that (i) the Termination Date has not occurred and no Event of Default, or condition or event which, after notice or lapse of time or both, will constitute an Event of Default, has occurred, (ii) it has the power and is duly authorized by all necessary corporate or company actionto execute and deliver this Amendment, as applicable, and that the officers executing (iii) this Amendment on has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation enforceable against it in accordance with its behalf were similarly terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment and empoweredthe other Credit Documents, (v) the execution, delivery and that performance by it of this Amendment does not contravene and will not require any provisions consent or approval, which has not already been obtained, from any Governmental Authority, shareholder or any other Person, and (vi) the execution, delivery and performance by it of its organizational documents this Amendment shall not result in the breach of, or of constitute a default under, any contract material agreement or agreement instrument to which it is a party or by which any of its properties are bound; and (e) represents and warrants to the Agent and the Lenders that this Amendment is valid, binding and enforceable against the Borrowers in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law)party.

Representations; Warranties; Covenants. Each Borrower hereby: (a) A. CES represents and warrants to the Agent Company that the following are true, complete and the Lenders that all representations and warranties set forth in the Credit Agreement and all correct as of the other Existing Financing Agreements are true date of this Agreement and, where applicable, covenants with the Company as follows: (i) CES is duly organized, validly existing and correct in good standing under the laws of the State of Delaware and has all material respects requisite corporate power and authority to enter into this Agreement, the Indemnification Agreement dated as of the date hereof among the Company , USE and CES, (except to the extent any such representations "Indemnification Agreement ") and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and the stockholders' agreement dated as of such other specific date);the date hereof among the Company, CES and USE (the "STOCKHOLDERS' AGREEMENT" and together with Indemnification Agreement and this Agreement the "TRANSACTION AGREEMENTS") and perform its obligations hereunder and thereunder. (bii) reaffirms all The execution, delivery and performance of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; Transaction Agreements (ca) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary corporate or company action, as applicableand (b) do not and will not violate, and that breach or constitute a default (or an event which with or without notice and/or lapse of time would constitute a default) under the officers executing this Amendment on its behalf were similarly authorized and empoweredCES's organizational documents, and that this Amendment does not contravene any provisions of its organizational documents agreement or of instrument by which it is bound or any contract law, regulation, order, award, judgment, decree, license, permit or agreement instrument to which it is a party or by which any of its properties are bound; and (e) represents and warrants to the Agent and the Lenders that this Amendment subject. Each Transaction Agreement is valid, binding valid and enforceable against the Borrowers Subscriber in accordance with its terms terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or reorganization and similar laws affecting creditors’ ' rights generally and applicable equitable principles. (iii) CES has obtained all consents, approvals, novations, waivers or notifications of any third party or governmental entity (collectively, "CONSENTS") which are necessary or required on its part for the consummation of the transactions contemplated by the Transaction Agreements. (iv) There is no action, suit, legal or administrative proceeding, arbitration, investigation or other proceeding or claim pending or, to the knowledge of CES, threatened against, or affecting CES that, if adversely determined, might reasonably be expected to have a material adverse effect on its ability to consummate the transactions contemplated by the Transaction Agreements. (v) CES understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities or similar laws of any state and are offered in reliance on exemptions therefrom. (vi) CES understands that neither the Securities and Exchange Commission nor any other Federal or state agency has recommended, approved or endorsed the acquisition of the Shares as an investment or passed on the accuracy or adequacy of the information set forth in any Company's documents. (vii) CES is a special purpose C Corporation which is an indirect wholly owned subsidiary of CSHC. (viii) CES confirms that the Shares were not offered to it by any means of general principles solicitation or general advertising, that it has received no representations, warranties or written communications with respect to the offering of equity the Shares other than those contained in this Agreement, and in entering into the transactions contemplated by the Transaction Agreements CES is not relying upon any information other than that contained in this Agreement and the results of its own independent investigation. (whether enforcement ix) CES is sought acquiring the Shares solely for its own account, for investment purposes only, and not with a view to the distribution or resale thereof. (x) CES acknowledges that the Company is making no representations concerning the value of the Shares except as specifically set forth herein. (xi) CES will not sell or otherwise transfer the Shares without registration under the Act or an exemption therefrom and agrees that it must bear the economic risk of the purchase for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it is subsequently registered under the Act and under applicable state securities laws or an exemption from such registration is available. CES understands that the Company is under no obligation to register the Shares on behalf of CES or to assist CES in equity complying with any exemption from such registration under the Act. (xii) CES acknowledges, represents, agrees and is aware that: (a) the Company has no financial and operating history; (b) the representations, warranties, agreements, undertakings and acknowledgments made by CES in this Agreement are made with the intent that they be relied upon by the Company in determining the suitability of CES as a purchaser of the Shares and shall survive the issuance of the Shares to CES; and (c) the Shares are illiquid and CES must bear the economic risk of its purchase of the Shares for an indefinite period of time. (xiii) Assuming the accuracy of USE's and the Company's representations and warranties contained in Sections B and C hereof and ZAPCO'S representations and warranties contained in Section 3.29 of the Merger Agreement, the consummation of the transactions described herein shall not cause USE, the Company or at lawthe Surviving Corporation (as such term is defined in the Merger Agreement) to become (i) an "affiliate" of an "electric utility company," or a "subsidiary company" of an electric utility company as such terms are defined by the Public Utility Holding Company Act of 1935 ("PUHCA").

Representations; Warranties; Covenants. Each Borrower hereby: (a) represents and warrants to the Agent and the Lenders that all representations and warranties set forth in the Credit Agreement and all of the other Existing Financing Agreements are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that that, after giving effect to this Amendment, no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary corporate or company action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its organizational documents or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants to the Agent and the Lenders that this Amendment is valid, binding and enforceable against the Borrowers in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law).

Representations; Warranties; Covenants. Each Borrower herebyand Agreements of the ---------------------------------------------------------------- Company. The Company represents and warrants to, and covenants and agrees with, ------- each Secured Party as follows: (a) represents The Company has the requisite corporate power and warrants authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Company of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company. (b) The Company is organized and in good standing under the laws of the State of Utah and the information contained on Schedule A attached hereto is true and accurate as of the date hereof; (c) The Company is the sole owner of the Collateral (except for non-exclusive licenses granted by the Company in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims other than the Initial Priority Interest (which is pari passu with the Security Interest created hereunder), and is fully authorized to grant the Security Interest in and to pledge the Collateral. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this Agreement or with respect to the Agent Initial Priority Interest) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Company shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement or with respect to the Initial Priority Interest). (d) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Company's use of any Collateral violates the rights of any third party. There has been no adverse decision to the Company's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Company, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (e) The Company shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached ---------- hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the Lenders new location thereof (which must be within the United States) and (ii) evidence that all representations appropriate financing statements and warranties set forth other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first priority liens in the Credit Collateral pari passu with the Initial Priority Interest. (f) This Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral pari passu with the Initial Priority Interest. The Security Interest is senior to all liens and encumbrances and is pari passu with the Initial Priority Interest. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no ---------- authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the Company of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Company or (ii) for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (g) On the date of execution of this Agreement, the Company will deliver to the Secured Party one or more executed UCC financing statements on Form-1 with respect to the Security Interest for filing with the jurisdictions indicated on Schedule B, attached hereto and in such other ----------- jurisdictions as may be requested by the Secured Party. (h) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default, under any agreement to which the Company is a party or by the Company is bound. No consent (including, without limitation, from stock holders or creditors of the Company) is required for the Company to enter into and perform its obligations hereunder. (i) The Company shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of the Secured Party pari passu with the Initial Priority Interest until this Agreement and the Security Interest hereunder shall be terminated pursuant to Section 11. The Company hereby agrees to defend the same against any and all persons. The Company shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the Company will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Company shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Company shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (j) The Company will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted by the Company in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (k) The Company shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (l) The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party's security interest therein. (m) The Company shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company's intellectual property ("Intellectual Property Security Agreement") in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (n) The Company shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (o) The Company will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (p) The Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other Existing Financing Agreements are true legal process levied against any Collateral and correct of any other information received by the Company that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (q) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Company with respect to the Collateral is accurate and complete in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date);furnished. (br) reaffirms Schedule A, attached hereto contains a list of all of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full ---------- subsidiaries of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary corporate or company action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its organizational documents or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants to the Agent and the Lenders that this Amendment is valid, binding and enforceable against the Borrowers in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law)Company.

Representations; Warranties; Covenants. Each Borrower hereby: (a) A. CES represents and warrants to the Agent Company that the following are true, complete and the Lenders that all representations and warranties set forth in the Credit Agreement and all correct as of the other Existing Financing Agreements are true date of this Agreement and, where applicable, covenants with the Company as follows: (i) CES is duly organized, validly existing and correct in good standing under the laws of the State of Delaware and has all material respects requisite corporate power and authority to enter into this Agreement, the Indemnification Agreement dated as of the date hereof among the Company , USE and CES, (except to the extent any such representations "Indemnification Agreement ") and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and the stockholders' agreement dated as of such other specific date);the date hereof among the Company, CES and USE (the "Stockholders' Agreement" and together with Indemnification Agreement and this Agreement the "Transaction Agreements") and perform its obligations hereunder and thereunder. (bii) reaffirms all The execution, delivery and performance of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; Transaction Agreements (ca) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were have been duly authorized by all necessary corporate or company action, as applicableand (b) do not and will not violate, and that breach or constitute a default (or an event which with or without notice and/or lapse of time would constitute a default) under the officers executing this Amendment on its behalf were similarly authorized and empoweredCES's organizational documents, and that this Amendment does not contravene any provisions of its organizational documents agreement or of instrument by which it is bound or any contract law, regulation, order, award, judgment, decree, license, permit or agreement instrument to which it is a party or by which any of its properties are bound; and (e) represents and warrants to the Agent and the Lenders that this Amendment subject. Each Transaction Agreement is valid, binding valid and enforceable against the Borrowers Subscriber in accordance with its terms terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or reorganization and similar laws affecting creditors’ ' rights generally and applicable equitable principles. (iii) CES has obtained all consents, approvals, novations, waivers or notifications of any third party or governmental entity (collectively, "Consents") which are necessary or required on its part for the consummation of the transactions contemplated by the Transaction Agreements. (iv) There is no action, suit, legal or administrative proceeding, arbitration, investigation or other proceeding or claim pending or, to the knowledge of CES, threatened against, or affecting CES that, if adversely determined, might reasonably be expected to have a material adverse effect on its ability to consummate the transactions contemplated by the Transaction Agreements. (v) CES understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or the securities or similar laws of any state and are offered in reliance on exemptions therefrom. (vi) CES understands that neither the Securities and Exchange Commission nor any other Federal or state agency has recommended, approved or endorsed the acquisition of the Shares as an investment or passed on the accuracy or adequacy of the information set forth in any Company's documents. (vii) CES is a special purpose C Corporation which is an indirect wholly owned subsidiary of CSHC. (viii) CES confirms that the Shares were not offered to it by any means of general principles solicitation or general advertising, that it has received no representations, warranties or written communications with respect to the offering of equity the Shares other than those contained in this Agreement, and in entering into the transactions contemplated by the Transaction Agreements CES is not relying upon any information other than that contained in this Agreement and the results of its own independent investigation. (whether enforcement ix) CES is sought acquiring the Shares solely for its own account, for investment purposes only, and not with a view to the distribution or resale thereof. (x) CES acknowledges that the Company is making no representations concerning the value of the Shares except as specifically set forth herein. (xi) CES will not sell or otherwise transfer the Shares without registration under the Act or an exemption therefrom and agrees that it must bear the economic risk of the purchase for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it is subsequently registered under the Act and under applicable state securities laws or an exemption from such registration is available. CES understands that the Company is under no obligation to register the Shares on behalf of CES or to assist CES in equity complying with any exemption from such registration under the Act. (xii) CES acknowledges, represents, agrees and is aware that: (a) the Company has no financial and operating history; (b) the representations, warranties, agreements, undertakings and acknowledgments made by CES in this Agreement are made with the intent that they be relied upon by the Company in determining the suitability of CES as a purchaser of the Shares and shall survive the issuance of the Shares to CES; and (c) the Shares are illiquid and CES must bear the economic risk of its purchase of the Shares for an indefinite period of time. (xiii) Assuming the accuracy of USE's and the Company's representations and warranties contained in Sections B and C hereof and ZAPCO'S representations and warranties contained in Section 3.29 of the Merger Agreement, the consummation of the transactions described herein shall not cause USE, the Company or at lawthe Surviving Corporation (as such term is defined in the Merger Agreement) to become (i) an "affiliate" of an "electric utility company," or a "subsidiary company" of an electric utility company as such terms are defined by the Public Utility Holding Company Act of 1935 ("PUHCA").

Representations; Warranties; Covenants. Each Borrower herebyObligor represents, warrants and covenants (and acknowledges Wxxxx Fargo’s reliance thereon and that such representations, warranties and covenants shall survive without time limit) that: (a) represents and warrants to the Agent and the Lenders that all representations and warranties its full legal name is as set forth in the Credit Agreement above and, if a body corporate, it is and all of the other Existing Financing Agreements are true will continue to be validly incorporated and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date)organized; (b) reaffirms all of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it has the all necessary power and authority to own its property and legal right carry on its business and to execute, deliver and carry out perform this Security Agreement and the terms Note, each such action (i) having been duly authorized, (ii) not being in conflict with any law, the constating documents, resolutions or by-laws of this Amendment, that such actions were duly authorized by all necessary corporate Obligor or company action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its organizational documents or of any contract or agreement to which it is a party party, and (iii) not creating any Encumbrance on the Equipment; (c) this Security Agreement and the Note are and will continue to be a legal, valid and binding obligation of Obligor, enforceable against it and effective against its creditors in accordance with its terms; (d) there are no pending or threatened proceedings against Obligor before any court or other tribunal unless disclosed to Wxxxx Fargo in writing; (e) this Security Agreement is not a consumer loan or financing within the meaning of any personal property security or consumer protection legislation, or any analogous legislation, of any applicable jurisdiction; (f) Obligor’s financial information is prepared in accordance with generally accepted accounting principles and Obligor has made full disclosure to Wxxxx Fargo of all material facts related to its financial well being, business and affairs; (g) Schedule “B” hereto is accurate and completely describes the Equipment; (h) Obligor shall promptly notify Wxxxx Fargo of any loss, damage, breakdown, destruction, seizure, theft or governmental taking of the Equipment or any part thereof (any such case being a “Loss”), regardless of whether it is caused by which any default or neglect of its properties are boundObligor; (i) subject only to the Security, Obligor has and will continue to have good and marketable title to the Equipment, free and clear of all Encumbrances of any kind whatsoever; and (ej) represents all information now or hereafter provided by Obligor to Wxxxx Fargo in respect of this Security Agreement is true and warrants does not omit to state a material fact, the Agent and the Lenders that this Amendment is valid, binding and enforceable against the Borrowers in accordance with its terms except as omission of which would cause such enforceability may information to be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law)misleading.

Representations; Warranties; Covenants. Each Borrower hereby: The Applicant represents, warrants, and covenants that (a) represents if not a natural person, the Applicant is duly organized, validly existing and warrants to in good standing under the Agent and the Lenders that all representations and warranties set forth in the Credit Agreement and all laws of the other Existing Financing Agreements are true jurisdiction of its organization and correct duly qualified to do business in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, those jurisdictions in which case its ownership of property or the nature of its business activities makes such representations and warranties were true and correct in all material respects on and as of such other specific date); qualification necessary; (b) reaffirms all of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it Applicant has the requisite power and authority to execute and legal right deliver this Agreement and to execute, deliver perform its obligations hereunder; and carry out the terms of this Amendment, that all such actions were action has been duly authorized by all necessary corporate or company action, as applicableproceedings on the Applicant's part, and that neither now nor hereafter shall contravene or result in a breach of any organizational document of the officers executing this Amendment Applicant, any agreement, document, or instrument binding on the Applicant or its behalf were similarly authorized property, or any law, treaty, regulation, or order of any Governmental Authority, or require any notice, filing, or other action to or by any Governmental Authority; (c) all financial statements and empoweredother information received from the Applicant by the Bank prior to the date hereof fairly and accurately present its financial condition in accordance with generally accepted accounting principles, and that there shall occur no material adverse change in the Applicant's financial condition or business operations since the date hereof; (d) from time to time, the Applicant shall execute and deliver such further instruments and agreements and take and permit such further actions as may be reasonably necessary to carry out the provisions and purposes of this Amendment does not contravene any provisions Agreement, and the Applicant shall provide such evidence of its organizational documents or of any contract or agreement to which it is a party or by which any of its properties are boundcompliance with the terms hereof and such financial statements and other information concerning the Applicant's financial condition and/or business operations as the Bank may reasonably request; and and (e) represents the Applicant and warrants to the Agent each transaction and the Lenders that this Amendment is validobligation underlying each Credit are and shall remain in compliance with all laws, binding treaties, rules, and enforceable against the Borrowers in accordance with its terms except as such enforceability may be limited by regulations of any applicable bankruptcyGovernmental Authority, insolvencyincluding, moratorium without limitation, foreign exchange control, United States foreign assets control, and currency reporting laws and regulations, now or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law)hereafter applicable.

Representations; Warranties; Covenants. Each The Borrower hereby: represents, warrants, and covenants that (a) represents the Borrower is duly organized, validly existing and warrants to in good standing under the Agent and the Lenders that all representations and warranties set forth in the Credit Agreement and all laws of the other Existing Financing Agreements are true and correct in all material respects as jurisdiction of the date hereof (except Borrower’s organization and duly qualified to the extent any such representations and warranties specifically relate to a specific date, do business in those jurisdictions in which case the Borrower’s ownership of property or the nature of the Borrower’s business activities makes such representations and warranties were true and correct in all material respects on and as of such other specific date); qualification necessary; (b) reaffirms all of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it Borrower has the requisite power and authority to execute and legal right deliver this Agreement and to execute, deliver perform the Borrower’s obligations hereunder; and carry out the terms of this Amendment, that all such actions were action has been duly authorized by all necessary corporate proceedings on the Borrower’s part, and neither now nor hereafter shall contravene or company actionresult in a breach of any organizational document of the Borrower, any agreement, document, or instrument binding on the Borrower or the Borrower’s property, or any law, treaty, regulation, or order of any Governmental Authority, or require any notice, filing, or other action to or by any Governmental Authority; (c) the most recent audited financial statements dated as of the 31st day of December, 2002 and received from the Borrower by the Bank prior to the date hereof fairly and accurately present, as applicableof the date thereof, the Borrower’s financial condition in accordance with generally accepted accounting principles, and that there has been and shall occur no material adverse change in the officers executing financial condition or business operations of the Borrower and its subsidiaries, taken as a whole, since the 31st day of December, 2002, which could reasonably be expected to materially and adversely affect the ability of the Borrower to perform its obligations under this Amendment on its behalf were similarly authorized Agreement; (d) from time to time, the Borrower shall execute and empowereddeliver such further instruments and agreements and take and permit such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement, and that this Amendment does not contravene any provisions the Borrower shall provide such evidence of its organizational documents or of any contract or agreement to which it is a party or by which any of its properties are boundcompliance with the terms hereof and such financial statements and other information concerning the Borrower’s financial condition and/or business operations as the Bank may reasonably request; and (e) represents the Borrower and warrants to each transaction and obligation underlying the Agent Letters of Credit are and shall remain in compliance in all material respects with all laws, treaties, rules, and regulations of any Governmental Authority, including, without limitation, foreign exchange control, United States foreign assets control, and currency reporting laws and regulations, now or hereafter applicable; (f) this Agreement has been duly executed and delivered by the Lenders that Borrower and this Amendment Agreement is validthe legal, valid and binding and obligation of the Borrower enforceable against the Borrowers Borrower in accordance with its terms except terms; (g) there are no pending or, to the knowledge of the Borrower, overtly threatened actions, investigations or proceedings before any court, governmental authority or arbitrator affecting the Borrower or any of its subsidiaries (A) as such to which there is a reasonable probability of an adverse determination, other than those that, in the aggregate, would not have a material adverse effect on the financial condition or business operations of the Borrower and its subsidiaries, taken as a whole, or (B) which purport to affect the legality, validity or enforceability may of this Agreement or the consummation of the transactions contemplated hereby; (h) the Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Letter of Credit will be limited used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and (i) the Borrower is not an “investment company”, or a company “controlled” by any applicable bankruptcyan “investment company”, insolvencywithin the meaning of the Investment Company Act of 1940, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law)as amended.

Representations; Warranties; Covenants. Each Borrower hereby: (a) represents The Borrower hereby confirms that each of its representations, warranties and warrants to the Agent and the Lenders that all representations and warranties covenants set forth in the Existing Credit Agreement and all of the other Existing Financing Agreements Agreement, as amended by this Amendment, are true and correct in all material respects as of the date hereof (first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations and representations, warranties specifically or covenants expressly relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and earlier dates. Except as of such other specific date); (b) reaffirms all of the covenants contained in the Credit Agreement as expressly amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it has the authority and legal right to execute, deliver and carry out by the terms of this Amendment, all terms and conditions of the Credit Agreement and the other Credit Documents shall remain in full force and effect and E-Loan and the Borrower hereby ratify their respective obligations thereunder. (b) The Borrower confirms that such actions were as of the date hereof its obligations under the Existing Credit Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect and are hereby ratified. The Borrower represents and warrants that (i) the Termination Date has not occurred and no Event of Default, or condition or event which, after notice or lapse of time or both, will constitute an Event of Default, has occurred, (ii) it has the power and is duly authorized by all necessary corporate or company actionto execute and deliver this Amendment, as applicable, and that the officers executing (iii) this Amendment on has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its behalf were similarly terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment and empoweredthe other Credit Documents, (v) the execution, delivery and that performance by it of this Amendment does not contravene and will not require any provisions consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or any other Person, and (vi) the execution, delivery and performance by it of its organizational documents this Amendment shall not result in the breach of, or of constitute a default under, any contract material agreement or agreement instrument to which it is a party or by which any of its properties are bound; and (e) represents and warrants to the Agent and the Lenders that this Amendment is valid, binding and enforceable against the Borrowers in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (whether enforcement is sought in equity or at law)party.

Representations; Warranties; Covenants. Each Borrower hereby: (a) represents and warrants to the Agent and the Lenders that all representations and warranties set forth in the Credit Agreement and all of the other Existing Financing Agreements are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Credit Agreement as amended hereby and covenants to abide thereby until the satisfaction in full of the Obligations and the termination of the commitments of the Lenders under the Credit Agreement; (c) represents and warrants to the Agent and the Lenders that no Default or Event of Default (other than the Existing Events of Default) has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants to the Agent and the Lenders that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary corporate or company action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its organizational documents or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants to the Agent and the Lenders that this Amendment is valid, binding and enforceable against the Borrowers in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ ' rights generally and by general principles of equity (whether enforcement is sought in equity or at law).