Common use of BORROWER REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Each of Borrower and Guarantor represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 Lender: (a) No default, event of default or event that would constitute a default or event of default but for under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice, notice or the lapse passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing under any provision continuing; (b) There has been no material adverse change in the financial condition of the Note, as modified by this agreement, Borrower or Guarantor or any other Related Document. 5.2 No event person whose financial statement has occurred which may been delivered to Lender in any one case or connection with the Loan from the most recent financial statement received by Lender; (c) Each and all representations and warranties of Borrower and Guarantor in the aggregate materially and adversely affect Loan Documents are accurate on the financial conditiondate hereof; (d) Neither Borrower nor Guarantor has any claims, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets defenses, or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert set-offs with respect to the Note Loan or any other Liabilities. 5.4 The Note, the Loan Documents as modified by this agreement, and the other Related herein; (e) The Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower and the other partiesGuarantor, enforceable against the Borrower and other parties Guarantor in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement ; (f) Each of creditors' rights generally Borrower and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, each Guarantor is validly existing under the laws of the State of its formation or organization. The Borrower , has not changed its legal name as set forth above, and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. ; (g) The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. Borrower and Guarantor; and (h) This agreement Agreement has been duly executed and delivered by or on behalf of the BorrowerBorrower and Guarantor.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each Lenders as follows: (a) The Borrower (i) is duly organized, validly existing and in good standing under the laws of the representations state of its organization and warranties made in (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Note Credit Agreement, as amended hereby. (b) The execution, delivery and performance by the Borrower of this Amendment and the other Related Documents and each performance by the Borrower of the following representations and warranties are Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will remain, true and correct until the later of maturity not violate or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No default, event of default or event that would constitute create a default or event of default but for the giving of noticeunder such Borrower's organizational documents, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, applicable law or any other Related Document. 5.2 No event has occurred which may in any one case contractual restriction binding on or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of otherwise affecting the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses 's properties, and (iii) except as provided in the Loan Documents, do not and will not result in or counterclaims, offsets or adverse claims, demands or actions require the creation of any kindLien, personal upon or otherwise, that it could assert with respect to the Note or any other LiabilitiesBorrower's property. 5.4 The Note(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by the Borrower of this Amendment or the performance by the Borrower of the Credit Agreement, as modified by this agreement, amended hereby. (d) This Amendment and the other Related Documents are Credit Agreement, as amended hereby, constitute the legal, valid, valid and binding obligations of the Borrower and the other partiesBorrower, enforceable against the Borrower and other parties in accordance with their terms, terms except as to the extent the enforceability thereof may be limited by any applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws from time to time in effect affecting generally the enforcement of creditors' rights generally and remedies and by general principles of equity. 5.5 (e) The Borrower, other than any Borrower who is a natural person, is validly existing under the laws representations and warranties contained in Article VI of the State of its formation or organization. The Borrower has the requisite power Credit Agreement are correct on and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents date hereof as modified herein have been duly authorized by all requisite action by or though made on behalf and as of the Borrower. This agreement date hereof (except to the extent such representations and warranties expressly relate to an earlier date), and no Default or Event of Default has been duly executed occurred and delivered by or is continuing on behalf and as of the Borrowerdate hereof.

BORROWER REPRESENTATIONS AND WARRANTIES. The Each of Borrower and Guarantor represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 Lender: (a) No default, event of default or event that would constitute a default or event of default but for under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice, notice or the lapse passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing under any provision continuing; (b) There has been no material adverse change in the financial condition of the Note, as modified by this agreement, Borrower or Guarantor or any other Related Document. 5.2 No event person whose financial statement has occurred which may been delivered to Lender in any one case or connection with the Loan from the most recent financial statement received by Lender; (c) Each and all representations and warranties of Borrower and Guarantor in the aggregate materially and adversely affect Loan Documents are accurate on the financial conditiondate hereof; (d) Neither Borrower nor Guarantor has any claims, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets defenses, or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert set-offs with respect to the Note Loan or any other Liabilities. 5.4 The Note, the Loan Documents as modified by this agreement, and the other Related herein; (e) The Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower and the other partiesGuarantor, enforceable against the Borrower and other parties Guarantor in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement ; (f) Each of creditors' rights generally Borrower and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, each Guarantor is validly existing under the laws of the State of its formation or organization. The Borrower , has not changed its legal name as set forth above, and has the requisite power and authority to execute and deliver this agreement Modification Agreement and to perform the obligations described in the Related Loan Documents as modified herein. ; (g) The execution and delivery of this agreement Modification Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. Borrower and Guarantor; and (h) This agreement Modification Agreement has been duly executed and delivered by or on behalf of the BorrowerBorrower and Guarantor.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No : (a) no default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No ; (b) no event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The ; (c) the Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The ; (d) the Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity. 5.5 The ; and (e) the Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in fullBank: 5.1 4.1 No default, event of default or event that would constitute a default or event of default but for under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice, notice or the lapse passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing under continuing, except for any provision Unmatured Events of Default or Events of Default relating to the obligations described in Section 5.2 of the NoteLoan Agreement. 4.2 There has been no material adverse change in the financial condition of Borrower from the most recent financial statement received by Bank. 4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurate on the date hereof (or, if any such representation or warranty is expressly stated to have been made as modified of a specific date, such representation or warranty is true and correct as of such specific date), except for any representations and warranties of Borrower in the Loan Documents or Material Contracts that relate to (a) the delivery of financial statements by this agreement, Guarantor or any other Related Documentof its Subsidiaries as described in Section 5.2 of the Loan Agreement or (b) delivery of notices of changes that have been publicly disclosed by Guarantor or any of its Subsidiaries and filed with the Securities and Exchange Commission and posted on the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇). 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The 4.4 Borrower has no defenses or claims, counterclaims, offsets defenses, or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert set‑offs with respect to the Note Loan or any other Liabilitiesthe Loan Documents as modified herein. 5.4 4.5 The Note, Loan Documents as modified by this agreement, and the other Related Documents herein are the legal, valid, and binding obligations obligation of the Borrower and the other partiesBorrower, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity. 5.5 The Borrower, other than any 4.6 Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower▇▇▇▇▇▇▇▇. This agreement Agreement has been duly executed and delivered by or on behalf of ▇▇▇▇▇▇▇▇. 4.7 No default or event of default in respect of the Junior Obligations (as defined in the Subordination Agreement) or under the Subordination Agreement, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Subordination Agreement has occurred and is continuing, except those that relate to (a) the delivery of financial statements, compliance certificates or insurance reports of the Guarantor or any of its subsidiaries or (b) delivery of notices of changes that have been publicly disclosed by Guarantor or any of its Subsidiaries and filed with the Securities and Exchange Commission and posted on the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇). 4.8 The execution, delivery, and performance by Borrower of this Agreement will not conflict with or result in a violation of or a default under the Subordination Agreement. The execution, delivery, and performance by Borrower of this Agreement will not conflict with or result in a violation of or a default under any other subordination or intercreditor agreement entered into by any other lender with respect to a loan to any Borrower, and no authorization, approval or other action by, and no notice to, any other lender is required for the due execution, delivery and performance by each Borrower of this Agreement.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of that: (a) the representations and warranties made contained in Article IV of the Credit Agreement and the representations and warranties contained in the Note and Security Instruments, the other Related Documents Guaranties, and each of the following other Loan Documents are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, as though made on and as of such date, except those representations and warranties are that speak of a certain date, which representations and will remain, warranties were true and correct until as of such date; (b) after giving effect to the later terms of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No defaultthis Agreement, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, no Default has occurred and is continuing under any provision continuing; (c) the execution, delivery and performance of this Agreement are within the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially corporate power and adversely affect the financial condition, properties, business, affairs, prospects or operations authority of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified and have been duly authorized by appropriate corporate action and proceedings; (d) this agreement, and the other Related Documents are the Agreement constitutes a legal, valid, and binding obligations obligation of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their its terms, except as may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar laws affecting the enforcement rights of creditors' rights creditors generally and by general principles of equity. 5.5 The ; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) the Liens under the Security Instruments are valid and subsisting and secure Borrower's obligations under the Loan Documents; and (g) the Amended and Restated Bylaws and the Amended and Restated Certificate attached as exhibits hereto are the true, correct and complete copies of the bylaws and certificate of incorporation of the Borrower, other than any Borrower who is a natural personand the same has not been amended, is validly existing under supplemented, or otherwise modified and, after 5- such bylaws have been fully executed and such certificate has been filed with the laws Secretary of the State of its formation or organization. The Borrower has the requisite power Delaware, they will remain in full force and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents effect as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrowerdate hereof.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to Administrative Agent and New Lender: 5.1 No Event of Default or Default has occurred and is continuing. 5.2 Since December 31, 2015, there has been no event or circumstance, either individually or in the Bank aggregate, that each has had or would have a Material Adverse Effect. (A) All representations and warranties made by Borrower and set forth in the Loan Documents are true and correct, in all material respects, on and as of the Increase Effective Date, 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, as of such earlier date, provided that the representations and warranties made 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 clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, (B) no Default exists and (C) in the Note event of a New Term Loan, after giving effect to such New Term Loan, (x) the Total Outstandings do not exceed the Borrowing Base less all Unsecured Debt other than the Obligations, and (y) the other Related Documents and each Borrower is in compliance, on a pro forma basis, with the financial covenants in Section 7.11 of the following representations and warranties are and will remain, true and correct until the later Credit Agreement. 5.4 As of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No defaulthereof, event Borrower knows of default or event that would constitute a default or event of default but for the giving of noticeno claims, the lapse of time or bothcounterclaims, has occurred and is continuing under any provision of the Note, as modified by this agreementdefenses, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert set-offs with respect to the Note Loan or any other Liabilitiesthe Loan Documents. 5.4 The Note, as modified by this agreement, 5.5 This Agreement and the other Related Loan Documents are the legal, valid, and binding obligations obligation of the Borrower and the other partiesBorrower, enforceable against the Borrower and other parties in accordance with their terms, except as may be subject to or limited by bankruptcy, insolvency insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the enforcement rights of creditors' rights creditors generally and by general equitable principles of equitygeneral application. 5.5 The Borrower, other than any 5.6 Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Documents as modified hereinLoan Documents. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The execution, delivery and performance of this agreement are within its powers and have been duly authorized by all necessary action, and this agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 5.5 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, valid and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, terms except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity. 5.5 5.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents acknowledges, represents, warrants and warrants agrees that: (a) after giving effect to the Bank that each of this Agreement, the representations and warranties made contained in the Note Credit Agreement, as amended hereby, and the other Related Documents and each of the following representations and warranties contained in the other Loan Documents are and will remain, true and correct until in all material respects on and as of the later of maturity or Effective Date and on the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all Liabilities evidenced by material respects as of such earlier date; (b) the Note execution, delivery and performance of this Agreement are paid in full: 5.1 No default, event of default or event that would constitute a default or event of default but for within the giving of notice, the lapse of time or both, has occurred corporate power and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations authority of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified and have been duly authorized by appropriate corporate action and proceedings; (c) this agreement, and the other Related Documents are Agreement constitutes the legal, valid, and binding obligations obligation of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their its terms, except as may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar laws affecting the enforcement rights of creditors' rights creditors generally and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws and no portion of the State Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (d) there are no governmental or other third party consents, licenses and approvals required to be made or obtained by it in connection with its formation execution, delivery, performance, validity and enforceability of this Agreement; (e) no Defaults or organization. The Borrower Events of Default shall have occurred and be continuing; and (f) since the date of the financial statements most recently delivered pursuant to Section 6.01(a) of the Credit Agreement, there has the requisite power and authority to execute and deliver this agreement and to perform the obligations described been no event or circumstance, either individually or in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein aggregate, that has had or could reasonably be expected to have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrowera Material Adverse Effect.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 1. No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 2. No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 3. The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 4. The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity. 5.5 5. The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank Lender, and acknowledges that each of the Lender is relying upon such representations and warranties made in advancing the Note Loan Amount, that as of this date: (a) the Borrower is duly incorporated, organized and validly existing under the Laws of its jurisdiction of incorporation and is in good standing under the Laws of each jurisdiction in which it carries on business or has assets; (b) the Borrower has all requisite corporate power and authority and all necessary licenses and governmental approvals required to own and operate its business as currently conducted, to borrow, to give guarantees, to give security for such borrowing/guarantees and to otherwise to perform its obligations under this Agreement and the other Related Documents Loan Documents; (c) the Borrower has a good and each marketable title to all its property and assets, free and clear of all liens and adverse rights of third parties, other than those liens which it has granted to third parties prior to the date hereof; (d) there are no actions, suits, investigations or proceedings, pending, or to the knowledge of the following representations and warranties are and will remainBorrower, true and correct until the later of maturity threatened, before any court or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No default, event of default governmental or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred quasi-governmental entity which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects business or operations of the Borrower; (e) to the knowledge of the Borrower, there are no judgments or executions against the Borrower; (f) all returns and reports of the Borrower required by law to be filed have been duly filed and all taxes, assessments, contributions, fees and other governmental charges (other than those presently payable without penalty and interest or those currently being contested in good faith) levied against the Borrower or any guarantor of its properties or any subsidiary its assets or income which are due and payable, have been paid; (g) all written information provided to the Lender by the Borrower in connection with the Loan, including, without limitation, information relating to the financial position of the Borrower., is, in all material respects, true, complete and accurate; and 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to (h) neither the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and execution nor the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and Agreement or any of the other Loan Documents nor the performance by the Borrower of the any of its obligations described hereunder or thereunder has resulted or will result in the Related Documents as modified herein have been duly authorized a breach of, or constitute a default under, any indenture, agreement or instrument to which it is a party or by all requisite action by which it is bound or on behalf be in contravention of the Borrower. This agreement has been duly executed and delivered by its constating documents, by-laws or on behalf resolutions of the Borrowerits directors or shareholders.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. U. S. Global Investors, Inc. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) both before and after giving effect to this Amendment and any Loan or Issuance on the Bank that each of Amendment No. 1 Effective Date, the representations and warranties made set forth in Article IV of the Credit Agreement and in the Note other Loan Documents that have no materiality or Material Adverse Effect qualification are true and correct in all material respects and the other Related Documents and each of the following representations and warranties set forth in Article IV of the Credit Agreement and in the other Loan Documents that have a materiality or Material Adverse Effect qualification are and will remain, true and correct until in all respects, in each case with the later same effect as though made on and as of maturity the Amendment No. 1 Effective Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date; (b) both before and after giving effect to this Amendment and any Loan or Issuance on the date on which all Liabilities evidenced Amendment No. 1 Effective Date, no Default or Event of Default has occurred and is continuing; (c) the execution, delivery and performance of this Amendment are within the corporate or other organizational power and authority of the Borrower and each Guarantor and have been duly authorized by appropriate organizational and governing action and proceedings; (d) the execution and delivery by the Note are paid Borrower and each Guarantor of this Amendment does not and will not (i) violate (A) any provision of any law, statute, rule or regulation, or of the certificate or articles of incorporation or partnership agreement, other constitutive documents or by-laws of the Borrower or any such Guarantor or (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority, (ii) be in full: 5.1 No defaultconflict with, event result in a breach of default or event that would constitute a default (alone or event of default but for the giving of notice, the with notice or lapse of time or both, has occurred and is continuing ) a default under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations Contractual Obligation of the Borrower or any guarantor Guarantor, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this clause (d), individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as permitted under the Credit Agreement (as amended by this Amendment), result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any subsidiary such Guarantor (other than any Liens created under any of the Borrower. 5.3 The Borrower has no defenses Loan Documents in favor of the Collateral Agent on behalf of the Secured Parties), or counterclaims, offsets (iv) require any approval of stockholders or adverse claims, demands partners or actions any approval or consent of any kindPerson under any Contractual Obligation of the Borrower or any Guarantor except for such approvals or consents which have been obtained and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (e) the person who is executing this Amendment on behalf of the Borrower and each Guarantor has the full power, personal or otherwiseauthority and legal right to do so, that it could assert with respect and this Amendment has been duly executed by such person and delivered to the Note Administrative Agent; (f) as of the Amendment No. 1 Effective Date, no litigation not listed on Schedule 4.7 hereto has been commenced against the Borrower or any other Liabilities.of its Restricted Subsidiaries that could reasonably be expected to have a Material Adverse Effect; and 5.4 The Note, as modified by (g) this agreement, and the other Related Documents are Amendment constitutes the legal, valid, and binding obligations obligation of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their its terms, except as may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar laws affecting the enforcement rights of creditors' rights creditors generally and by general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) immediately upon giving effect to the Bank that each of this Amendment (i) the representations and warranties made contained in the Note Loan Documents are true, accurate and complete (i.e., do not omit to state a material fact necessary in order to make the other Related Documents and each statements made, in light of the following circumstances which they were made, not misleading) in all material respects as of the date hereof (except to the extent such representations and warranties are and will remainrelate to an earlier date, in which case they were true and correct until the later as of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No defaultsuch date), event and (ii) no Event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, Default has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity. 5.5 The Borrowercontinuing, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Default(s) waived pursuant to this Amendment; (b) Borrower has the requisite corporate power and authority to execute and deliver this agreement Amendment and to perform its obligations under the obligations described Loan Documents, as amended by this Amendment; (c) the articles of incorporation, bylaws and other organizational documents of Borrower delivered to PFG on the Effective Date remain true, accurate and complete and have not been amended (other than as disclosed in Borrower’s SEC filings), supplemented or restated and are and continue to be in full force and effect; (d) the Related Documents as modified herein. The execution execution, delivery and delivery performance by Borrower of this agreement and the performance of the obligations described in the Related Documents as modified herein Amendment have been duly authorized by all requisite necessary corporate action by or on behalf the part of the Borrower. This agreement ; (e) this Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or on behalf other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and (f) as of the Borrowerdate hereof, it has no known defenses against the obligations to pay any amounts under the Obligations and it has no known claims of any kind against PFG. Borrower acknowledges that, to its knowledge, PFG has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents. For purposes hereof, the term “knowledge” (and derivative terms) means the actual knowledge of any executive officer of Borrower or such knowledge as a reasonably prudent executive officer of a U.S. publicly-traded corporation would have if such executive officer exercised reasonable diligence in the performance of his or her legal duties and responsibilities. Borrower understands and acknowledges that PFG is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to Administrative Agent and Accordion Lenders: 5.1 No Event of Default or Default has occurred and is continuing. 5.2 Since December 31, 2015, there has been no event or circumstance, either individually or in the Bank aggregate, that each has had or would have a Material Adverse Effect. (A) All representations and warranties made by Borrower and set forth in the Loan Documents are true and correct, in all material respects, on and as of the Increase Effective Date, 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, as of such earlier date, provided that the representations and warranties made 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 clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, (B) no Default exists and (C) in the Note event of a New Term Loan, after giving effect to such New Term Loan, (x) the Total Outstandings do not exceed the Borrowing Base less all Unsecured Debt other than the Obligations, and (y) the other Related Documents and each Borrower is in compliance, on a pro forma basis, with the financial covenants in Section 7.11 of the following representations and warranties are and will remain, true and correct until the later Credit Agreement. 5.4 As of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No defaulthereof, event Borrower knows of default or event that would constitute a default or event of default but for the giving of noticeno claims, the lapse of time or bothcounterclaims, has occurred and is continuing under any provision of the Note, as modified by this agreementdefenses, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert set-offs with respect to the Note Loan or any other Liabilitiesthe Loan Documents. 5.4 The Note, as modified by this agreement, 5.5 This Agreement and the other Related Loan Documents are the legal, valid, and binding obligations obligation of the Borrower and the other partiesBorrower, enforceable against the Borrower and other parties in accordance with their terms, except as may be subject to or limited by bankruptcy, insolvency insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the enforcement rights of creditors' rights creditors generally and by general equitable principles of equitygeneral application. 5.5 The Borrower, other than any 5.6 Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Documents as modified hereinLoan Documents. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are arc paid in full:. 5.1 No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwiseolherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.,

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The To the best of its knowledge, the Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: (a) both before and after giving effect to this Amendment and any Loan or Issuance on the Bank that each of Amendment No. 4 Effective Date, the representations and warranties made set forth in Article IV of the Credit Agreement and in the Note other Loan Documents that have no materiality or Material Adverse Effect qualification are true and correct in all material respects and the other Related Documents and each of the following representations and warranties set forth in Article IV of the Credit Agreement and in the other Loan Documents that have a materiality or Material Adverse Effect qualification are and will remain, true and correct until in all respects, in each case with the later same effect as though made on and as of maturity the Amendment No. 4 Effective Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date; (b) both before and after giving effect to this Amendment and any Loan or Issuance on the date on which all Liabilities evidenced Amendment No. 4 Effective Date, no Default or Event of Default has occurred and is continuing; (c) the execution, delivery and performance of this Amendment are within the corporate or other organizational power and authority of the Borrower and each Guarantor and have been duly authorized by appropriate organizational and governing action and proceedings; (d) the execution, delivery and performance by the Note are paid Borrower and each Guarantor of this Amendment does not and will not (i) violate (A) any provision of any law, statute, rule or regulation, or of the certificate or articles of incorporation or partnership agreement, other constitutive documents or by-laws of the Borrower or any such Guarantor or (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority, (ii) be in full: 5.1 No defaultconflict with, event result in a breach of default or event that would constitute a default (alone or event of default but for the giving of notice, the with notice or lapse of time or both, has occurred and is continuing ) a default under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations Contractual Obligation of the Borrower or any guarantor Guarantor, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this clause (d), individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as permitted under the Credit Agreement (as amended by this Amendment), result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any subsidiary such Guarantor (other than any Liens created under any of the Borrower. 5.3 The Borrower has no defenses Loan Documents in favor of the Collateral Agent on behalf of the Secured Parties), or counterclaims, offsets (iv) require any approval of stockholders or adverse claims, demands partners or actions any approval or consent of any kindPerson under any Contractual Obligation of the Borrower or any Guarantor except for such approvals or consents which have been obtained and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect; (e) the person who is executing this Amendment on behalf of the Borrower and each Guarantor has the full power, personal or otherwiseauthority and legal right to do so, that it could assert with respect and this Amendment has been duly executed by such person and delivered to the Note or any other Liabilities.Administrative Agent; and 5.4 The Note, as modified by (f) this agreement, and the other Related Documents are Amendment constitutes the legal, valid, and binding obligations obligation of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their its terms, except as may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar laws affecting the enforcement rights of creditors' rights creditors generally and by general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. 8.1 The Borrower and the Guarantor each hereby represents and warrants to the Bank IFC that each of the representations following statements is true, accurate and warranties made complete as of the date hereof and as of the Effective Date: (a) it has carefully read and fully understands all of the terms and conditions of this Agreement; (b) it has consulted with, or has had a full and fair opportunity to consult with, an attorney of its choosing regarding the terms and conditions of this Agreement; (c) it had a full and fair opportunity to participate in the Note drafting of this Agreement; (d) it is freely, voluntarily and knowingly entering into this Agreement; (e) in entering into this Agreement, it has not relied upon (ij any representation or warranty of IFC; or (ii) any covenant of IFC that is not set forth in this Agreement; (f) the execution and delivery of this Agreement and the other Related Documents and each performance by it of the following representations and warranties its obligations under this Agreement (i) are within such its powers; (ii) have been duly authorized by all necessary action; (iii) do not and will remainnot contravene or conflict with any provision of law or its charter and other constitutional documents; (iv) does not require any consent or approval of, true notice to, or any other action by or before, any Authority, except such as have been obtained or made and correct until the later of maturity are in full force and effect; (v) will not violate or the date on which all Liabilities evidenced by the Note are paid result in full: 5.1 No default, event of default or event that would constitute a default or event of default but for under any material indenture, agreement or other instrument binding upon it or its assets, or give rise to a right thereunder to require any payment to be made by it including under the giving of noticeIndenture, the lapse Offshore Facility or the OFID Loan Agreement; and (vi) will not result in the creation or imposition of time or bothany Lien on any of its asset, has occurred except Liens created under the Transaction Documents; (g) this Agreement constitutes its legal, valid and binding obligation and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, its terms except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors' rights generally or as such enforcement may be limited by equitable principles generally; (h) it understands the temporary nature of the Forbearance and by general principles of equity.the other provisions of this Agreement in its favour and recognizes that IFC has no obligation to expand or extend the Forbearance or any such other provision (if any); 5.5 The Borrower(i) no Event of Default (other than the Current Events of Default) exists; (j) no Termination Event has occurred and is continuing; (k) there is no currently proceeding or pending proposals to dissolve or liquidate any of the Ultrapetrol Entities; (I) the representations and warranties contained in the IFC Loan Agreement and each other Transaction Document are true and correct on and as of the date hereof and on the Effective Date, after giving effect to the Forbearance provided for herein, as though made on and as of the date hereof and on the Effective Date, as applicable, other than any such representation or warranty that, by its teens, refers to a specific date; and (m) no representation, warranty or statement made or certificate, document or financial statement, proposal including any restructuring plan provided by the Borrower who and the Guarantor pursuant to this Agreement or any other Transaction Document, or in any other document furnished in connection herewith or therewith is untrue or incomplete or inaccurate in any material respect or contains any misrepresentation of a natural personmaterial fact or omits any fact or matter necessary to make any such representation, warranty or statement herein or therein is validly existing misleading. 8.2 The Borrower and the Guarantor acknowledge that each has made the representations and warranties under Section 8.1 for the laws purposes of inducing IFC to agree to the Forbearance. Each of the State parties hereto further understands and acknowledges that IFC is relying on, and would not have entered into this Agreement (and would not have agreed to grant the Forbearance) had it not been for the representations and warranties of its formation or organization. The the Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the BorrowerGuarantor set forth herein.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and warrants to the Bank that each of Issuer the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in fullfollowing: 5.1 No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 4.1 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural personlimited liability company duly organized, is validly existing and in good standing under the laws of the State of its formation or organization. Texas of United States. 4.2 The Borrower has the requisite power and authority to execute enter into and deliver perform this agreement Agreement (and to perform such other documents contemplated hereby) and consummate the obligations described in the Related Documents as modified herein. transaction contemplated by this Agreement. 4.3 The execution execution, delivery and delivery performance of this agreement Agreement (and the performance such other documents contemplated hereby), and of the obligations described in Loan contemplated hereby (and by the Related Documents as modified herein other documents contemplated hereby), have been duly and validly authorized by all requisite necessary limited liability company or corporate action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf the Borrower (and all documents required hereunder to be executed and delivered by the Borrower) and this Agreement constitutes, and such other documents will constitute, the valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in proceeding in equity or at law). 4.4 The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transaction contemplated herein will not (i) conflict with or result in a breach of any provision of the organizational documents of the Borrower, or (ii) violate any material Applicable Laws to the Borrower, in the case of either (i) and (ii) that would reasonably be expected to have a Material Adverse Effect. 4.5 There are no bankruptcy, reorganization, or receivership proceedings pending against, or, to the Borrower's knowledge, being contemplated by or threatened against the Borrower.