Common use of Representations and Warranties of Borrower Clause in Contracts

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the Original Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (hereof, except to the extent that such representation or and warranty was made as of a specific datedate or updated, in which case such representation modified or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) supplemented as of a subsequent date with the consent of Majority Lenders, then in each case, such specific other date). (b) Borrower is duly authorized to execute and deliver this Amendment, and Borrower is and will continue to be duly authorized to borrow and perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderhereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it of its obligations under such Amendment Documentshereunder, and the consummation of the transactions contemplated by such Amendment Documentshereby, do not and will not (ai) conflict with, violate or result in a breach of any provision of (i), 1) Law applicable to its knowledge, any Lawit, (ii2) its Organizational Documentsorganizational documents, or (iii3) any material agreement, judgment, license, order or material license or permit applicable to or binding upon it, (bii) result in the acceleration of any Indebtedness owed by it, or (ciii) result in or require the creation of any consensual Lien upon any of its material assets or properties properties, except as expressly contemplated in, or permitted in by, the Loan Documents. Except (x) as expressly contemplated in, or permitted by, the Loan Documents, disclosed in the Amendment Documents and (y) such as have been obtained Disclosure Schedule or made and are in full force and effect, disclosed pursuant to its knowledgeSection 6.4 of the Credit Agreement, no permit, consent, approval, authorization or order of, and no notice to or filing filing, registration or qualification with, any Governmental Authority or third party is required on the part of or in Borrower pursuant to the provisions of any material Law applicable to it as a condition to its respect in connection with the execution, delivery or performance by it of any Amendment Document this Amendment, or to consummate any the transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, this Amendment and each of the Loan Documents, as amended hereby, will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender the Lenders that: (a) All representations Each of General Partner and warranties made by Borrower (i) is duly incorporated and/or formed, as the case may be, validly existing and in any Loan Document are true good standing under the Laws of the jurisdiction of its organization, (ii) is duly qualified and correct in good standing in each other jurisdiction in which the conduct of its business requires it to so qualify or be licensed and where, in each case, failure so to qualify and be in good standing could reasonably be expected to have a Material Adverse Effect, and (iii) has all material respects (without duplication of any materiality qualifier contained therein) requisite company power and authority to own or lease and operate its properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery and delivery performance by it Borrower, each Parent and General Partner of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Transaction Documents to which it is a party, the performance by it grant of its obligations under such Amendment Documents, the security interest contemplated hereby with respect to the Collateral and the consummation of the transactions contemplated by such Amendment Documentsthe Transaction Documents (including any exercise by Collateral Agent, Agent or any Lender of its rights and remedies with respect to the Collateral) are within its powers, have been duly authorized by all necessary action, and do not and will not (ai) conflict with, violate or result in a breach of any provision of contravene its Organization Documents (iif applicable), to its knowledge, any Law, (ii) contravene any contractual restriction binding on it or require any consent under any agreement or instrument to which it or any of its Organizational DocumentsAffiliates is a party or by which any of its properties or assets is bound, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien Liens upon any of its property or assets other than Permitted Liens, (iv) violate any Law (including, but not limited to, the Securities Act and the Exchange Act and the regulations thereunder) or properties except as expressly contemplated writ, judgment, injunction, determination or permitted award in any material respect or (v) violate any trading policy of the Issuer applicable to it or any Affiliate of it, including, but not limited to, its window period policy. (c) Except for any filings specifically provided for in the Loan Documents. Except Pledge Agreement or required under the federal securities laws of the United States, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption or waiver by, any Governmental Authority or any other third party (x) as expressly contemplated in the Amendment Documents and (y) except such as have been obtained or made and are in full force and effect), is required to its knowledgeauthorize, no permit, consent, approval, authorization or order of, and no notice to or filing is required in connection with, any Governmental Authority or third party is required on the part of or in its respect in connection with (i) the execution, delivery or and performance by it Borrower, General Partner or any Parent of any Amendment Transaction Document or to consummate (ii) the legality, validity, binding effect or enforceability of any transactions contemplated by the Amendment DocumentsTransaction Document. (d) Each of General Partner and Borrower is in compliance with the requirements of (i) all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties and (ii) each contract or agreement to which it is a party, or to which any of its property (including the Shares) is subject, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect. (e) This Amendment is, Agreement and the other Amendment Facility Documents when duly executed and delivered the Purchase Agreement and related documents to which Borrower, any Parent or General Partner is party, or to which the Pledged Shares are subject, are and will be, be legal, valid and binding obligations of itBorrower or such Parent or General Partner, as the case may be, enforceable against it Borrower or such Parent or General Partner, as the case may be, in accordance with their respective terms except as such enforcement may be limited by in all respects, subject to bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws of general application applicability relating to the enforcement of creditors ‘ or affecting creditors’ rights and general equity principles. (f) No Default or Event of Default has occurred. (g) Neither General Partner nor Borrower has incurred any Debt, other than Debt under the Facility Documents and Debt under the Other Facility Documents. (h) No Change of Control or Regulatory Event has occurred or is reasonably expected to occur. (i) There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Borrower threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by general principles or against Borrower, General Partner or any Parent or against any of equitytheir properties or revenues that (i) are reasonably likely to have a Material Adverse Effect or (ii) (a) purport to affect the legality, validity or enforceability of this Agreement, the Pledge Agreement, any other Facility Document or the Purchase Agreement and related documents (other than, in the case of this clause (ii)(a), the Pending Litigation), or (b) that involve a substantial likelihood of prohibiting, restricting, delaying or otherwise materially affecting the performance of any of the Facility Documents or the Purchase Agreement and related documents or the making of the Loans or the making of the “Loans” (as defined in the Other Loan Agreement). (j) Each of Borrower, General Partner and each Parent is not, and after giving effect to the transactions contemplated under the Transaction Documents will not be, required to register as an “investment company” as such term is defined in the Investment Company Act. (k) Borrower is a “United States Person” or a foreign person controlled by or acting on behalf of or in conjunction with United States persons for purposes of Regulation X. The Facility Documents, including the Loans, do not contemplate any actions that would violate Regulation T, U, or X. Borrower has not taken any actions under the Facility Documents that could reasonably be expected to result in a violation of Regulation T, U, or X, and no part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of Regulation T, Regulation U, or Regulation X, as applicable. (l) Each of General Partner and Borrower owns all of its properties free and clear of Liens, other than, in the case of Borrower, Permitted Liens. Borrower has not made or consented to, and is not aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in the Collateral including, but not limited to, the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than with respect to Permitted Liens. (m) All material Tax returns and reports of Borrower required to be filed have been timely filed (taking into account applicable extensions), and all Taxes shown on such Tax returns to be due and payable by Borrower have been paid when due and payable, except for any Tax that is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserves or other appropriate provisions, as shall be required in conformity with GAAP, shall have been made or provided therefor, and (b) in the case of a Tax or claim that has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to subordinate the Lien securing such Tax or claim and Administrative Agent reasonably determines, based on advice of counsel, that the existence of such Lien will not adversely affect the exercise of remedies by Collateral Agent or any Lender in a manner contemplated under the Facility Documents. Borrower has not received a written proposed material Tax assessment, nor does Borrower have knowledge of any material Tax assessment, against Borrower that would, if made, have a Material Adverse Effect. Borrower is not party to any tax sharing agreement. Borrower will hold no assets or conduct any activities other than as authorized in its Organizational Documents. (n) (i) The present fair value of each of General Partner’s and Borrower’s assets exceeds the total amount of its respective liabilities (including contingent liabilities), (ii) each of General Partner and Borrower has capital and assets sufficient to carry on its businesses, (iii) neither General Partner nor Borrower is engaged, nor is it about to engage, in a business or a transaction for which its remaining assets are unreasonably small in relation to such business or transaction and (iv) neither General Partner nor Borrower intends to incur or believes that it will incur debts beyond its ability to pay as they become due. Neither General Partner nor Borrower will be rendered insolvent by the execution, delivery and performance of documents relating to this Agreement or by the consummation of the transactions contemplated under this Agreement or the other Transaction Documents. (o) Each Share to be held in the Collateral Account will qualify as an Eligible Pledged Share. (p) The Issuer currently is not, and, to the knowledge of Borrower, is not expected to become in any subsequent taxable year, a “United States real property holding corporation” as defined under Section 897 of the Code. (q) The Loans are made with full recourse to Borrower and constitute direct, general, unconditional and unsubordinated Debt of Borrower. Each Loan contemplated hereunder is entered into by Borrower in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Collateral Documents (including the pledge of the Pledged Shares) is a bona fide pledge to secure Borrower’s obligations under the Facility Documents, which obligations provide for full recourse to Borrower. Such Collateral Documents are not entered into by Borrower with the intent of facilitating a disposition of the Shares subject to the Collateral Documents. (r) All information and documents provided by or on behalf of Borrower or General Partner to any Agent or Lender in connection with the negotiation, execution and delivery of this Agreement and the other Facility Documents or the transactions contemplated hereby and thereby including, but not limited to, any financial statements of Borrower provided to Administrative Agent was or will be, on or as of the applicable date of provision thereof, complete and correct in all material respects and did not (or will not) contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the time and circumstances under which such statements were made. The Transaction Documents that have been delivered to Administrative Agent are complete and correct in all material respects and set forth the complete understanding of the parties thereto regarding the transactions contemplated thereby. Each of General Partner and Borrower has disclosed to Administrative Agent all agreements, instruments and corporate or other restrictions to which it, or its property (including the Shares), is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (s) As of the date hereof, Borrower is not in possession of, and is not entering into the Transaction Documents or the transactions contemplated thereby on the basis of, any material adverse Non-public Information in respect of the Issuer or the Shares, and no information provided by or on behalf of Borrower to Administrative Agent or Lender in connection with the Facility constitutes material Non-public Information with respect to the Issuer or the Shares for purposes of United States federal and state securities law. (t) All licenses, permits, approvals, concessions or other authorizations necessary to the conduct of the business of Borrower or General Partner have been duly obtained and are in full force and effect, except where the failure to obtain and maintain any of the foregoing could not reasonably be expected to result in a Material Adverse Effect. There are no restrictions or requirements that limit Borrower’s, General Partner’s or any Parent’s ability to lawfully conduct its business or perform its obligations under this Agreement or any other Facility Document. (u) Neither Borrower nor General Partner has any liability, including contingent or potential liability, with respect to any employee benefit plans that it or any entity with which it is treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code maintains or sponsors or to which any of them contribute. (v) All financial statements concerning Borrower that have been or will hereafter be furnished by Borrower to Administrative Agent pursuant to this Agreement have been or will be prepared in accordance with GAAP consistently applied (except as disclosed therein, to the extent Administrative Agent approves such disclosure) and do or will, in all material respects, present fairly the financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended. (w) Neither Borrower nor General Partner has any Subsidiaries other than, with respect to General Partner, Borrower. (x) Neither Borrower nor General Partner is a Benefit Plan. (y) Neither Borrower, nor, to the knowledge of Borrower, any partner, officer, employee, agent, affiliate or representative thereof (including General Partner and each Parent), is an individual or entity currently the subject to any Sanctions, nor is Borrower located, organized or resident in a Designated Jurisdiction. (z) Borrower understands that upon the occurrence of an Event of Default and the exercise of remedies pursuant to the Pledge Agreement, (a) the Pledged Shares may be sold in “private placement” transactions without registration under the Securities Act, which may result in substantially discounted realization value with respect to the Pledged Shares compared with the then market price and (b) a bulk sale of the Pledged Shares may occur, which may result in a substantially discounted realization value with respect to the Pledged Shares compared to the then current market price. Borrower acknowledges and agrees that (x) any such private placement, bulk sale or any other method of sale or disposition of Collateral as set forth in the Pledge Agreement shall be a commercially reasonable disposition under the Uniform Commercial Code notwithstanding any loss to it from a lower sale price and (y) neither Collateral Agent nor the Lenders shall have any liability or responsibility for any such loss. (aa) Borrower has complied with its reporting obligations with respect to the Shares and the Facility Documents under Sections 13 and 16 of the Exchange Act and applicable securities laws of any other jurisdiction, including any required filings with the SEC. (bb) Borrower has not engaged in or entered into any derivative or any other hedging transaction with respect to the Shares. (cc) Other than the Transaction Documents delivered to Administrative Agent on or before the Closing Date, neither Borrower nor General Partner is, nor has it been since its formation, a party to, and the Pledged Shares are not subject to, any contract or other agreement or arrangement, except for administrative agreements that comply with Section 5.02(r). (dd) Borrower does not engage in any business or conduct any activity, nor has it since its formation engaged in any business or conducted any activity, other than the ownership of Shares and the performance of the transactions contemplated by the Transaction Documents (each of which has been delivered to Administrative Agent) in accordance with the terms thereof and performance of ministerial activities and payment of taxes and administrative fees necessary for compliance with the Transaction Documents. General Partner does not engage in any business or conduct any activity, nor has it since its formation engaged in any business or conducted any activity, other than as expressly permitted under its Organization Documents. (ee) No broker’s or finder’s fee or commission will be payable with respect to the transactions contemplated by the Transaction Documents, except as payable to ▇▇▇▇▇ & Company, the Agents, the Lenders and their respective Affiliates. (ff) Borrower, General Partner and each Parent is in compliance with the (i) Trading with the Enemy

Representations and Warranties of Borrower. In order The Seller and Cloud Peak make the following representations and warranties to induce the Forbearing Parties as of each Lender to enter into this Amendment, Borrower represents of the date hereof and warrants to Administrative Agent and each Lender thatthe Effective Date: (a) All each of the representations and warranties made (other than (i) any representation and warranty which would not be true by Borrower virtue of the Specified Termination Events and Specified Breaches and (ii) with respect to Cloud Peak, the representation and warranty set forth in any Loan Section 2(f) of Exhibit III to the RPA) by the Seller and Cloud Peak set forth in the RPA and each other Transaction Document to which it is a party are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (respects, except to the extent that such representation or warranty was made as of a specific date, representations and warranties specifically refer to an earlier date in which case such representation or warranty they shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific earlier date).; (b) Borrower other than the Specified Termination Events, no Termination Event has duly taken all corporate action necessary to authorize the execution occurred and delivery by it is continuing, and other than as a result of the Amendment Documents Specified Breaches, no Unmatured Termination Event has occurred and is continuing; (c) the execution, delivery and performance by the Seller and Cloud Peak of this Agreement and any other documents entered into in connection therewith are (i) within their powers, (ii) have been duly authorized by all necessary limited liability company action, respectively, (iii) do not contravene any provision of their operating agreements, (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, (v) do not conflict with or result in a material breach or termination of, constitute a material default under or accelerate or permit the acceleration of any performance required by any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance or by which it or any of its obligations thereunder. property is bound, (cvi) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, creation or (c) result in or require the creation imposition of any Lien upon any of its assets or properties except as expressly contemplated or permitted property other than those in favor of the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents Administrator and (yvii) such as have been obtained do not require any material consent or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, approval of any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; and (d) This Amendment is, each of this Agreement and the any other Amendment Documents when duly executed and delivered will be, documents entered into in connection therewith constitutes a legal, valid and binding obligations obligation of it, the Seller and Cloud Peak enforceable against it them in accordance with their terms its terms, except as such enforcement may be to the extent limited by applicable bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally, and by general equitable principles of equity(whether considered in a proceeding in equity or at law).

Representations and Warranties of Borrower. In order to induce each Lender Bank to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender Bank that: (a) All representations and warranties made by Borrower it in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower It has duly taken all corporate limited liability company action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower it of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentsorganizational documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness indebtedness owed by it, or (c) result in or require the creation of any Lien lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower hereby represents and warrants to the Administrative Agent and each Lender that: (a) All the representations and warranties made by of Borrower contained in any Loan Document the Credit Agreement are true and correct in all material respects (without duplication except in the case of any representation and warranty qualified by materiality qualifier contained thereinor Material Adverse Effect, which is true and correct in all respects) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication except in the case of any representation and warranty qualified by materiality qualifier contained thereinor Material Adverse Effect, which is true and correct in all respects) as of such specific earlier date).; (b) Borrower no Unmatured Event of Default, Event of Default or Accelerated Amortization Event has duly taken all corporate action necessary to authorize the execution occurred and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.continuing; (c) The execution the Borrower has all requisite power and delivery by Borrower of the Amendment Documents authority and all requisite governmental licenses, permits, authorizations, consents and approvals to which it is a partyexecute, the performance by it of deliver and perform its obligations under such Amendment Documents, this Agreement and the consummation of the transactions contemplated by such Amendment Documents, do not and will not Facility Documents as amended hereby; (ad) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitapproval, consent, approvalexemption, authorization authorization, or order ofother action by, and no or notice to to, or filing with, any Governmental Authority or third party any other Person is necessary or required on the part of or in its respect in connection with the execution, delivery or performance by it by, or enforcement against, the Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Agreement; and (de) This Amendment is, and the other Amendment Documents when this Agreement has been duly executed and delivered will be, by the Borrower and constitutes a legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms except as such enforcement may be limited by its terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws of general application relating other laws affecting creditors’ rights generally and subject to the enforcement of creditors ‘ rights and by general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Representations and Warranties of Borrower. In order to To induce each Lender to enter into this AmendmentLoan Agreement, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations a. Borrower is a validly formed limited partnership that has been duly organized and warranties made by Borrower exists and is in any Loan Document are true good standing under the laws of the State of Delaware, the jurisdiction in which it was organized, has the lawful power to own its properties and correct to engage in the business it conducts, and is duly qualified to do business in all material respects (without duplication of any materiality qualifier contained therein) on and as of time other states where the nature of the effectiveness hereof as if business transacted by it or Property owned by it makes such representations and warranties had been made as of the time of the effectiveness hereof (qualification necessary, except to the extent that such representation the failure to qualify would not create a Material Adverse Effect; b. Borrower is not in default with respect to any Contractual Obligation so as to have a Material Adverse Effect on the consolidated financial condition of Borrower; c. The execution, delivery and performance of the Loan Documents will not immediately or warranty was made as with the passage of time, or the giving of notice, or both: i. Violate the Organizational Documents governing Borrower, or violate any Laws or result in a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication default under the terms of any materiality qualifier contained therein) as Contractual Obligation to which Borrower is a party or by which Borrower or its respective Properties is bound; or ii. Result in the creation or imposition of such specific date).any Lien upon any of the Property of Borrower, except the Liens in favor of Lender; (b) d. Borrower has duly taken all corporate action necessary the power and authority to authorize enter into and perform the execution and delivery by it of the Amendment Loan Documents to which it is a party or is bound, and to incur obligations, and has taken all action necessary to authorize the consummation execution, delivery and performance of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a partyparty or is bound; e. The Loan Documents, the performance by it when delivered, will be legally valid and binding Contractual Obligations, enforceable in accordance with their respective terms; f. Borrower has good and marketable title to all of its obligations under Property and such Amendment Property is not subject to any Lien, except for Permitted Liens; g. Borrower’s financial statements have been and will be prepared and presented and hereafter will present fully and fairly the financial condition of Borrower on the dates thereto and the results of operations for the periods covered thereby. There have been no conditions so as to create a Material Adverse Effect in the financial condition or business of Borrower since the date of Borrower’s most recent quarterly financial statements, as filed with the Securities and Exchange Commission; h. Except as otherwise permitted herein, Borrower has filed all federal, state and local tax returns and other reports that it was required by Law to file prior to the date hereof and that are Material to the conduct of its business; has paid or caused to be paid all taxes, assessments and other similar governmental charges that were due and payable prior to the date hereof; have made adequate provision for the payment of taxes which are accruing but not yet payable; and have no knowledge of any deficiency or additional assessment in a Material amount in connection with any taxes which has not been provided for on their books; i. To the best of its knowledge, after due diligence in investigating relevant matters, except as otherwise disclosed or to the extent that the failure to comply would not be Material to the conduct of the business of Borrower, it has complied with all applicable laws with respect to: i. The products that it produces or sells or to the services it performs; ii. The conduct of its businesses; and iii. The use, maintenance and operation of the Properties owned or leased by it; j. No representation or warranty by Borrower, as to its best knowledge, after due diligence in investigating relevant matters, contained herein or in any certificate or other document furnished pursuant hereto, or in the Loan Documents, contains any untrue statement of Material fact or omits to state a Material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made; k. To the best knowledge of Borrower, after due diligence in investigating relevant matters, each consent, approval or authorization of, or filing, registration or qualification with, any Person required to be obtained or effected by Borrower in connection with the execution and delivery of the consummation Loan Documents, or the undertaking or performance of any obligation thereunder, has been duly obtained or effected; l. No part of the proceeds of the Loan(s) will be used, directly or indirectly, for the purpose of purchasing or carrying or trading in any securities in violation of Regulation U. If requested by Lender, Borrower shall furnish to Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in Regulation U. No indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U. “Margin stock” within the meanings of Regulation U does not constitute more than 25 percent of the value of the consolidated assets of Borrower. None of the transactions contemplated by such Amendment Documentsthis Loan Agreement (including without limitation, do not and the direct or indirect use of the proceeds of the Loans) will not (a) conflict with, violate or result in a breach violation of any provision the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation U or X; m. Borrower is not subject to regulation under the Public Utility Holding Company Act of 2005 or the Federal Power Act or the Investment Company Act of 1940, each as amended. In addition, Borrower is not (i)) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company, or (ii) a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 2005, as amended; n. Borrower has obtained all material licenses, permits, franchises or other governmental authorizations necessary to the ownership of its knowledge, Property and to the conduct of its businesses; o. Borrower is not in violation of any Law, (ii) its Organizational Documentswhich violation could reasonably be expected to have a Material Adverse Effect; and p. Borrower is current with all Material reports and documents, if any, required to be filed with any state or (iii) any material agreement, judgment, license, order federal securities commission or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents similar agency and (y) such as have been obtained or made and are is in full force compliance in all Material respects with all applicable rules and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part regulations of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentssuch commissions. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender Lender, Issuing Bank and Agent to enter into this Amendment, Borrower represents and warrants to Administrative Lender, Issuing Bank and Agent and each Lender that: (a) All representations Each of Borrower and warranties made by Guarantors has the power and authority to execute, deliver and perform this Amendment. Each of Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower Guarantors has duly taken all corporate necessary action necessary (including, without limitation, obtaining any required approval of its Board of Directors or stockholders) to authorize the execution its execution, delivery and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsthis Amendment. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, No consent, approval, approval or authorization or order of, and no notice to or filing with, any Governmental Authority or third party Authority, and no consent of any other Person, is required on the part of or in its respect in connection with the execution, delivery and performance of this Amendment by each of Borrower and Guarantors, except for those already duly obtained. (b) This Amendment has been duly executed and delivered by each of Borrower and Guarantors, and constitutes the legal, valid and binding obligation of each of Borrower and Guarantors, enforceable against Borrower and Guarantors in accordance with its terms without defense, setoff or counterclaim. The execution, delivery and performance of this Amendment by it each of Borrower and Guarantors does not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Amendment Document Lien upon any property of Borrower, any Subsidiary of Borrower or any Guarantor by reason of the terms of (a) any mortgage, lease, agreement, instrument or Contractual Obligation to consummate which Borrower, any transactions contemplated by Subsidiary of Borrower or any Guarantor is a party or which is binding upon it, or (b) any Requirement of Law. (c) Each of the Amendment Documentsrepresentations and warranties of Borrower and Guarantors contained in the Credit Agreement and the other Credit Documents are correct and complete in all material respects as of the date hereof. (d) This Amendment isThere has not occurred any material adverse change in the business, and operations, assets or financial or other condition of Borrower or UIC from those indicated in the other Amendment Documents when duly executed and last financial statements delivered will be, legal, valid and binding obligations to Agent pursuant to Subsection 6.1 of it, enforceable against it in accordance with their terms except the Credit Agreement. (e) There exists no Default or Event of Default as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equitydate hereof.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: : (ai) All representations Borrower is a corporation duly organized, validly existing and warranties made by in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Borrower is duly qualified as a foreign corporation to do business and is in any Loan Document are true and correct good standing in all material respects (without duplication of any materiality qualifier contained therein) on and as of time each jurisdiction where the nature of the effectiveness hereof as if business conducted or property owned by it makes such representations and warranties had been made as of the time of the effectiveness hereof qualification necessary; (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (biii) Borrower has registered its shares of common stock, $0.001 par value per share (the “Common Stock”), under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly taken all corporate action necessary and validly authorized by Borrower; (v) this Loan Agreement, the Note, and the other Transaction Documents have been duly executed and delivered by Borrower and constitute the valid and binding obligations of Borrower enforceable in accordance with their terms, subject as to authorize enforceability only to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (vi) the execution and delivery by it of the Amendment Transaction Documents to which it is a party by Borrower and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the other transactions contemplated by such Amendment Documents, the Transaction Documents do not and will not (a) conflict with, violate with or result in a breach by Borrower of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentsthe terms or provisions of, or constitute a default under (iiia) any material agreementBorrower’s formation documents or bylaws, judgment, license, order or permit applicable to or binding upon iteach as currently in effect, (b) result in any indenture, mortgage, deed of trust, or other material agreement or instrument to which Borrower is a party or by which it or any of its properties or assets are bound, including any listing agreement for the acceleration of any Indebtedness owed by itCommon Stock, or (c) result in any existing applicable law, rule, or require the creation regulation or any applicable decree, judgment, or order of any Lien upon court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Borrower or any of its assets Borrower’s properties or properties except as expressly contemplated assets; (vii) no further authorization, approval or permitted consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Borrower is required to be obtained by Borrower for the issuance of the Note to Lender; (viii) none of Borrower’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the Loan Documents. Except circumstances under which they were made, not misleading; (ix) Borrower has filed all reports, schedules, forms, statements and other documents required to be filed by Borrower with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing ; (x) Borrower has not consummated any financing transaction that has not been disclosed in a periodic or other filing with the SEC under the 1934 Act; (xi) Borrower is not, nor has it ever been, a “Shell Company,” as expressly such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act or is in compliance with Rule 144(i)(2) under the 1933 Act; (xii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Borrower to any person or entity as a result of this Loan Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiii) Lender shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect this subsection that may be due in connection with the executiontransactions contemplated hereby and Borrower shall indemnify and hold harmless each of Lender, delivery or performance by it Lender’s employees, officers, directors, stockholders, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any Amendment Document such claimed or existing Broker Fees; and (xiv) neither Lender nor any of its officers, directors, members, managers, employees, agents or representatives has made any representations or warranties to consummate Borrower or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents Borrower, and in making its decision to enter into the transactions contemplated by the Amendment Transaction Documents. (d) This Amendment is, and Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.Transaction Documents. ​ ​

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Article V of the Original Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had have been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation representations or warranty was warranties were made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Required Lenders and Administrative Agent, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as on and of such specific date). (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, hereby do not and will not (a) conflict with, violate or result in a breach of any provision of with (i), to its knowledge, ) any Law, (ii) its the Organizational DocumentsDocuments of Borrower, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower in any material respect, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it Borrower of any this Amendment Document or to consummate any transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles of equitygeneral application. (e) The most recent financial statements of Borrower delivered to Lenders pursuant to Sections 6.2(a) and (b) of the Credit Agreement fairly present Borrower’s financial position as of the respective dates thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no Material Adverse Change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: : (ai) All representations Borrower is a corporation duly organized, validly existing and warranties made by in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Borrower is duly qualified as a foreign corporation to do business and is in any Loan Document are true and correct good standing in all material respects (without duplication of any materiality qualifier contained therein) on and as of time each jurisdiction where the nature of the effectiveness hereof as if business conducted or property owned by it makes such representations and warranties had been made as of the time of the effectiveness hereof qualification necessary; (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (biii) Borrower has registered its shares of common stock, $0.001 par value per share (the “Common Stock”), under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly taken all corporate action necessary and validly authorized by Borrower; (v) this Loan Agreement, the Note, and the other Transaction Documents have been duly executed and delivered by Borrower and constitute the valid and binding obligations of Borrower enforceable in accordance with their terms, subject as to authorize enforceability only to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (vi) the execution and delivery by it of the Amendment Transaction Documents to which it is a party by Borrower and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the other transactions contemplated by such Amendment Documents, the Transaction Documents do not and will not (a) conflict with, violate with or result in a breach by Borrower of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentsthe terms or provisions of, or constitute a default under (iiia) any material agreementBorrower’s formation documents or bylaws, judgment, license, order or permit applicable to or binding upon iteach as currently in effect, (b) result in any indenture, mortgage, deed of trust, or other material agreement or instrument to which Borrower is a party or by which it or any of its properties or assets are bound, including any listing agreement for the acceleration of any Indebtedness owed by itCommon Stock, or (c) result in any existing applicable law, rule, or require the creation regulation or any applicable decree, judgment, or order of any Lien upon court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Borrower or any of its assets Borrower’s properties or properties except as expressly contemplated assets; (vii) no further authorization, approval or permitted consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Borrower is required to be obtained by Borrower for the issuance of the Note to Lender; (viii) none of Borrower’s filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the Loan Documents. Except circumstances under which they were made, not misleading; (ix) Borrower has filed all reports, schedules, forms, statements and other documents required to be filed by Borrower with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing ; (x) Borrower has not consummated any financing transaction that has not been disclosed in a periodic or other filing with the SEC under the 1934 Act; (xi) Borrower is not, nor has it ever been, a “Shell Company,” as expressly such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act or is in compliance with Rule 144(i)(2) under the 1933 Act; (xii) with respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing by Borrower to any person or entity as a result of this Loan Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiii) Lender shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect this subsection that may be due in connection with the executiontransactions contemplated hereby and Borrower shall indemnify and hold harmless each of Lender, delivery or performance by it Lender’s employees, officers, directors, stockholders, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any Amendment Document such claimed or existing Broker Fees; and (xiv) neither Lender nor any of its officers, directors, members, managers, employees, agents or representatives has made any representations or warranties to consummate Borrower or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents Borrower, and in making its decision to enter into the transactions contemplated by the Amendment Transaction Documents. (d) This Amendment is, and Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.Transaction Documents. ​ ​ ​

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatas follows: (a) All the execution, delivery and performance by Borrower of this Amendment have been duly authorized by all necessary corporate action of Borrower and do not and will not require any registration with, consent or approval of, notice to or action by, any Person in order to be effective and enforceable; (b) the execution, delivery and performance by Borrower of this Amendment will not violate the articles of incorporation, bylaws or any other agreement to which Borrower is a party or by which the property of Borrower may be bound; (c) the Loan Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, without defense, counterclaim or offset; (d) the representations and warranties made contained in the Loan Agreement (as amended by Borrower in any this Amendment) and each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date hereof as though made on and as of the effectiveness hereof as if date hereof, except to the extent such representations and warranties had been made as of the time of the effectiveness hereof (except relate to the extent that such representation or warranty was made as of only a specific prior specified date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).; (be) Borrower has duly taken is in full compliance with all corporate action necessary to authorize the execution covenants and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted agreements contained in the Loan Documents. Except (x) Agreement, as expressly contemplated in the Amendment Documents amended by this Amendment, and (y) all such as have been obtained or made covenants and are agreements are, and shall remain, in full force and effect; and (f) no Default or Event of Default is continuing as of the date hereof after giving effect to, to its knowledge, no permit, consent, approval, authorization nor shall any Default or order Event of Default occur as a result of, the execution and no notice to delivery hereof, or filing withthe Borrower's performance of the obligations herein or under the Loan Agreement, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsas amended hereby. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower (i) is formed for the sole purpose of acquiring and warranties made by Borrower holding the SINA Shares, (ii) is duly incorporated, validly existing and in any Loan Document are true good standing under the Laws of the jurisdiction of its formation, (iii) is duly qualified and correct in good standing as a foreign company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed and where, in each case, failure so to qualify and be in good standing could have a Material Adverse Effect, and (iv) has all material respects (without duplication of any materiality qualifier contained therein) requisite company or other power and authority to own or lease and operate its properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of this Agreement and the Amendment other Facility Documents and the grant of the security interest contemplated hereby with respect to which it is a partythe Collateral are within its company powers, the performance have been duly authorized by it of its obligations under such Amendment Documentsall necessary company action, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law) contravene Borrower’s Organizational Documents, (ii) contravene any contractual restriction binding on it or require any consent under any agreement or instrument to which it, the Principal or SINA is a party or by which any of its Organizational Documentsproperties or assets is bound, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien Liens upon any property or assets of its assets Borrower other than Liens permitted by Section 5.02(b)(ii), or properties (iv) violate any Law (including, but not limited to, the Securities Act of 1933, the Exchange Act and the regulations thereunder, and the applicable Law of BVI) or writ, judgment, injunction, determination or award. Borrower is not in violation of any such Law, writ, judgment, injunction, determination or award or in breach of any contractual restriction binding upon it, except as expressly contemplated for any such violation or permitted breach which could not reasonably be expected to result in a Material Adverse Effect. (c) Except for any filings specifically provided for in the Loan Documents. Except Pledge Agreement with respect to perfection of Liens on Collateral and any filings or approvals required in connection with the disposition of Collateral, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption or waiver by, any Governmental Authority or any other third party (x) as expressly contemplated in the Amendment Documents and (y) such except as have been obtained or made and are in full force and effect), is required to its knowledgeauthorize, no permit, consent, approval, authorization or order of, and no notice to or filing is required in connection with, any Governmental Authority or third party is required on the part of or in its respect in connection with (i) the execution, delivery or and performance by it Borrower of any Amendment Facility Document or to consummate (ii) the legality, validity, binding effect or enforceability of any transactions contemplated by the Amendment DocumentsFacility Document. (d) This Amendment Agreement is, and the each other Amendment Documents Facility Document was or will be when duly executed and delivered will bedelivered, legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their respective terms in all respects, except as such enforcement enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws of general application laws, affecting creditors’ rights generally or by equitable principles relating to enforceability. (e) Borrower has not incurred any Debt other than the enforcement Debt contemplated by the Facility Documents. (f) Since September 21, 2009, there has been no Material Adverse Effect. (g) There is no pending or, to the best of creditors ‘ Borrower’s knowledge, threatened action or proceeding affecting Borrower by or before any Governmental Authority or arbitrator which (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Facility Document. (h) Borrower is not required to register as an “investment company” and is not a Person “controlled by” an “investment company,” as such terms are defined in the U.S. Investment Company Act of 1940, as amended. (i) Borrower is a “foreign person” controlled by a “United States Person” for purposes of Regulation X. The Facility Documents, including the extension of credit and the withdrawal and substitution rights of Borrower, do not contemplate any actions that would violate Regulation U or X. Borrower has not taken any actions under the Facility Documents that could result in a violation of Regulation T, U, or X. (j) Borrower has good and marketable title to all of its property free and clear of Liens, other than Liens permitted by general principles Section 5.02(b). Borrower has not made or consented to, or is aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in any of equitythe foregoing including, but not limited to, the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than any filings regarding Lender’s Liens under the Facility Documents. (k) Borrower has not granted any Person, other than a BAC-ML Entity, any rights or options in the Collateral.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, each Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by each Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Each Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderthereunder and will provide Lender with any approval thereof at the next scheduled meeting of any such Borrower’s board of directors. (c) The execution and delivery by each Borrower of the Amendment Documents to which it is a party, the performance by it each Borrower of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), ) to its any Borrower’s knowledge, any Law, (ii) its Organizational any Borrower’s Organization Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itany Borrower, (b) result in the acceleration of any Indebtedness owed by itany Borrower, or (c) result in or require the creation of any Lien upon any of its the assets or properties of any Borrower except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its each Borrower’s knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of any Borrower in connection with the execution, delivery or performance by it each Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of iteach Borrower, enforceable against it each Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower hereby represents and warrants to Administrative Agent and each Lender the Bank that: (a) All after giving effect to this Agreement, no Default or Event of Default exists under the Credit Documents; (b) after giving effect to this Agreement, the representations and warranties made by of the Borrower contained in any Loan Document Article V of the Credit Agreement are true true, accurate and correct complete in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date hereof to the same extent as though made on and as of such date except to the effectiveness hereof as if extent such representations and warranties had been made as of the time of the effectiveness hereof (except specifically relate to the extent that such representation or warranty was made as of a specific an earlier date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.; and (c) The execution (i) the execution, delivery and delivery performance by the Borrower of this Agreement are within the Amendment Documents to which it is a party, Borrower's corporate powers and have been duly authorized by all necessary corporate action on the performance by it of its obligations under such Amendment Documents, and the consummation part of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any LawBorrower, (ii) subject to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors' rights (including, without limitation, preference and fraudulent conveyance or transfer laws), this Agreement constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its Organizational Documents, or terms and (iii) any material agreementneither this Agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with nor the execution, delivery or performance by it the Borrower hereof (A) violates any law or regulation, or any order or decree of any Amendment Document court or Governmental Authority, or (B) conflicts with or results in the breach or termination of, constitutes a default under or accelerates any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other instrument to consummate which the Borrower is a party or by which the Borrower or any transactions contemplated by the Amendment Documentsof its property is bound. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In consideration of the execution and delivery of this Amendment by Lender, Borrower hereby represents and warrants that: (a) this Amendment has been duly executed and delivered by Borrower, and this Amendment constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting, creditors’ rights generally and the effects of general principles of equity; (b) the execution, delivery and performance of this Amendment (i) are within Borrower’s corporate powers, have been duly authorized by all necessary corporate action, (ii) do not and will not contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) do not and will not contravene in any material respect any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) do not and will not violate, conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any Operating Documents or other organizational documents of Borrower or any material agreement of Borrower, and (v) will not require the consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or any other Person; (c) after giving effect to induce each Lender to enter into this Amendment, Borrower represents no Default or Event of Default has occurred and warrants to Administrative Agent and each Lender that: is continuing under the Loan Agreement or any other Loan Document; (ad) All as of the date hereof, all representations and warranties made by of Borrower set forth in any the Loan Document Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if other than such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation are already qualified by materiality, Material Adverse Effect or warranty was made as of a specific datesimilar language, in which case such representation or warranty representations and warranties shall be true and correct in all respects), except that that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (without duplication of any materiality qualifier contained thereinother than such representations and warranties that are already qualified by materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) as of such specific date). ; (be) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, Agreement and the other Amendment Loan Documents when duly executed and delivered will be, constitute the legal, valid and binding obligations of itBorrower, each enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws other laws affecting, creditors’ rights generally and the effects of general application relating to the enforcement of creditors ‘ rights and by general principles of equity; and (f) there has not been any event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower any Restricted Person in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (hereof, except to the extent that such representation or warranty was made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders and Administrative Agent, in which case such representation or warranty shall be was true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such specific earlier date). (b) Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower the various Restricted Persons of the Amendment Documents to which it each is a party, the performance by it each of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such the various Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, ) any LawLaw in any material respect, (ii) its the Organizational DocumentsDocuments of any Restricted Person, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) result in the acceleration of any Indebtedness owed by itany Restricted Person, or (c) result in or require the creation of any Lien upon any of its assets or properties of any Restricted Person except as expressly contemplated or permitted in the Loan Documents. Except (xi) as expressly contemplated in the Amendment Loan Documents and (yii) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of a Restricted Person in connection with the execution, delivery or performance by it any Restricted Person of any Amendment Document to which it is a party or to consummate any transactions contemplated by the Amendment Documentsthereby. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of iteach Restricted Person that is a party hereto or thereto, enforceable against it such Restricted Person in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and conveyance or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles related to enforceability. (e) The audited annual Consolidated financial statements of equityBorrower dated as of December 31, 2013 fairly present, in all material respects, Borrower’s Consolidated financial position at the date(s) thereof and the Consolidated results of Borrower’s operations and Borrower’s Consolidated cash flows for the period(s) thereof. Since the date of such audited annual Consolidated financial statements no Material Adverse Change has occurred. All such financial statements were prepared in good faith based on assumptions specified therein with such pro forma adjustments as have been accepted by Administrative Agent, subject to year end audit adjustments and the absence of footnotes in the case of any unaudited financial statements. (f) There are no strikes, lockouts or slowdowns against Borrower or any Subsidiary pending or, to the knowledge of Borrower, threatened. The hours worked by and payments made to employees of Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other material Federal, state, local or foreign law dealing with such matters if such failure could reasonably be expected to have a Material Adverse Change. All material payments due from Borrower or any Subsidiary, or for which any claim may be made against Borrower or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Borrower or such Subsidiary. The consummation of the transactions contemplated by this Amendment will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Borrower or any Subsidiary is bound.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatFoothill as follows: (a) All the execution, delivery and performance by Borrower of this Amendment have been duly authorized by all necessary corporate action of Borrower and do not and will not require any registration with, consent or approval of, notice to or action by, any Person in order to be effective and enforceable; (b) the execution, delivery and performance by Borrower of this Amendment will not violate the articles of incorporation, bylaws or any other agreement to which Borrower is a party or by which the property of Borrower may be bound; (c) the Loan Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, without defense, counterclaim or offset; (d) the representations and warranties made contained in the Loan Agreement (as amended by Borrower in any this Amendment) and each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date hereof as though made on and as of the effectiveness hereof as if date hereof, except to the extent such representations and warranties had been made as of the time of the effectiveness hereof (except relate to the extent that such representation or warranty was made as of only a specific prior specified date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).; (be) Borrower has duly taken is in full compliance with all corporate action necessary to authorize the execution covenants and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted agreements contained in the Loan Documents. Except (x) Agreement, as expressly contemplated in the Amendment Documents amended by this Amendment, and (y) all such as have been obtained or made covenants and are agreements are, and shall remain, in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.; and (df) This Amendment isno Default or Event of Default is continuing as of the date hereof, nor shall any Default or Event of Default occur as a result of the execution and delivery hereof, or the other Amendment Documents when duly executed and delivered will beBorrower's performance of the obligations herein or under the Loan Agreement, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityamended hereby.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Lenders and Administrative Agent and each Lender thatas follows: (a) All The execution, delivery and performance by Borrower of this Waiver, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval not heretofore obtained of any director, stockholder, security holder or creditor of Borrower, (ii) violate or conflict with any provision of Borrower’s Articles of Incorporation or bylaws, (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or leased or hereafter acquired by Borrower, (iv) violate any laws applicable to Borrower or (v) result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement to which Borrower is a party or by which Borrower or any of its Property is bound or affected. (b) No authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Authority is or will be required to authorize or permit under applicable law the execution, delivery and performance by Borrower of this Waiver. (c) This Waiver has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforcement may be limited by the Bankruptcy Code and other debtor relief laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. (d) Except as such representations and warranties made by may not be true and correct as a result of the Subject Matters, the representations and warranties of Borrower contained in any Loan Document Article 7 of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as though made on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness date hereof (except to the extent that such representation or warranty was made as of a specific representations and warranties expressly refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific dateearlier date (including, without limitation, the Projections, which were as of the original Closing Date and Effective Date, but have now been superceded by actual results), and except to the extent that such representations and warranties are made with reference to the information contained in the Schedules to the Credit Agreement, in which case such representations, warranties and Schedules shall be deemed to be modified or supplemented by (i) information provided in public filings made by Borrower with the Securities and Exchange Commission since July 30, 2004 (the “Fourth Amendment Date”), or (ii) transactions that have occurred since the Fourth Amendment Date that were permitted under the Credit Agreement). (be) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it Except as specifically waived hereby, no Default or Event of Default exists as of the Amendment Documents to which it is a party and to authorize the consummation date of the transactions contemplated thereby and the performance of its obligations thereunderthis Waiver, either before or after giving effect hereto. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to the Administrative Agent and each Lender that: (a) All The representations and warranties made by of Borrower contained in any Loan Document Section 4 of the Credit Agreement are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) as of such specific earlier date). (b) No Event of Default, Default or Early Amortization Event, or Servicer Default or any event that with the giving of notice of the lapse of time, or both, would constitute a Servicer Default has occurred and is continuing. (c) The Borrower (i) has all necessary power, authority and legal right to (A) execute and deliver this Amendment and (B) carry out the terms of this Amendment and the Credit Documents as amended hereby and (ii) has duly taken authorized by all corporate necessary limited liability action necessary to authorize action the execution, delivery and performance of this Amendment and the Credit Documents as amended hereby on the terms and conditions herein and therein provided. (d) All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority required for the due execution and delivery of this Amendment by it the Borrower and performance by the Borrower of the Amendment Documents to which it is a party Credit Agreement as amended hereby have been obtained. (e) The execution and to authorize delivery of this Amendment, the consummation of the transactions contemplated thereby hereby and by the Credit Documents as amended hereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower fulfillment of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, terms hereof and the consummation of the transactions contemplated by such Amendment Documents, do not and thereof will not (ai) conflict with, violate or result in a any breach of any provision of the terms and provisions of, or constitute (i)with or without the giving of notice or lapse of time or both) a default under, to its knowledge, the Organizational Documents or a default in any Lawmaterial respect under any Contractual Obligation of the Borrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, creation or (c) result in or require the creation imposition of any Lien upon any of its assets Borrower’s properties, or properties except as expressly contemplated or permitted in the Loan Documents. Except (xiii) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, violate any Governmental Authority or third party is required on the part Requirements of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment DocumentsLaw. (df) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, constitutes a legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency or similar applicable Debtor Relief Laws of general application relating to the enforcement of creditors ‘ rights and except as such enforceability may be limited by general principles of equity (whether considered in suit at law or in equity).

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderthereunder and will provide Lender with any approval thereof at the next scheduled meeting of Borrower’s board of directors. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it Borrower of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), ) to its Borrower’s knowledge, any Law, (ii) its Organizational Borrower’s Organization Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its the assets or properties of Borrower except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its Borrower’s knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of Borrower in connection with the execution, delivery or performance by it Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent Lender as follows (with such representations and each warranties qualified to the extent of the Schedules referred to therein and delivered to the Lender that:concurrently with the execution and delivery of this Amended Agreement): (a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is duly qualified as a foreign corporation and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and has the power and authority (including any required license, permit or other approval from any Governmental Authority) to own its assets, to carry on its business as currently conducted and to consummate the transactions contemplated in, and to perform its obligations under, this Amended Agreement and the other Transaction Documents to which it is party or by which it is bound. (b) Borrower has taken all necessary action to authorize its execution and delivery of this Amended Agreement and the other Transaction Documents to which it is party, the performance of its obligations under this Amended Agreement and the other Transaction Documents to which it is party or by which it is bound and the consummation of the transactions contemplated hereby and thereby. (c) This Amended Agreement and each other Transaction Document to which Borrower is party has been duly executed and delivered by Borrower, and each constitutes a valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) No authorization or action of any kind by any Governmental Authority is necessary to authorize the transactions contemplated by this Amended Agreement and each other Transaction Document or required for the validity or enforceability against Borrower of this Amended Agreement and each other Transaction Document, except any filings with a Governmental Authority required to perfect the Lender’s security interest under the Security Agreement and any filings with the United States Securities and Exchange Commission (“SEC”). (e) No consent or approval of, or notice to, any Person is required by the terms of any agreement, contract, lease, commitment, license and other arrangement (each a “Contract”) for the execution or delivery of, or the performance of the obligations of Borrower under, this Amended Agreement and the other Transaction Documents to which Borrower is party or the consummation of the transactions contemplated hereby or thereby, and such execution, delivery, performance and consummation will not result in any breach or violation of, or constitute a default under Borrower Documents or any material Contract, instrument or Law applicable to Borrower, any of its Subsidiaries or any of its assets. (f) There are no actions, proceedings or claims pending or, to the actual knowledge of Borrower, threatened the adverse determination of which could reasonably be expected to have a Material Adverse Effect. (g) No Default or Event of Default has occurred and is continuing, and no such event will occur upon the making of the Loan. (h) The representations and warranties previously made by Borrower in Article VIII of the Original Loan Agreement and in the other Transaction Documents shall have been true and correct as of the date such representations and warranties were made (in each case, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date). (i) With respect to each Contract that is material to the conduct of the LFRP, (i) each such Contract is a valid and binding agreement and each such Contract is in full force and effect, and (ii) Borrower and/or any of its Subsidiaries is in compliance with each such Contract and has no actual knowledge of any default under any such Contract which default has not been cured or waived. (j) All written information heretofore, herein or hereafter supplied to the Lender by or on behalf of Borrower in connection with the Loans and the other transactions contemplated hereby has been, is and will be accurate and complete in all material respects. All representations and warranties made by Borrower in any Loan Document of the other Transaction Documents to which it is party are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)respects. (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order 5.1 The Borrower makes the following representations and warranties to induce each Lender the Issuer and the Purchaser as of the date hereof, all of which will continue in effect subsequent to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatthe purchase of the Bonds: (a) All representations The Borrower is, and warranties made by Borrower at all times will be, a limited partnership, duly organized, validly existing and in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations State and warranties had been made as duly qualified, authorized and licensed under the laws of the time State to transact business as a limited partnership for the purpose of owning and operating a multifamily housing facility in the State. All partners, members and other entities that comprise the Borrower and are included on the Borrower’s signature page hereto (collectively, the “Partners”), are, and at all times will be organized, existing and in good standing under the laws of the effectiveness hereof (except State and are in good standing and duly qualified, authorized and licensed under the laws of the State, to the extent that such representation or warranty was made as required by applicable law. There are no other general partners of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)the Borrower. (b) The Borrower has duly taken all corporate action necessary has, and on the Closing Date will have, full legal right, power and authority (i) to authorize execute and deliver the execution Loan Documents and delivery by it of the Amendment Documents (ii) to which it is a party and to authorize the consummation of consummate the transactions contemplated thereby by this Agreement and the performance Loan Documents. The Partners have, and on the Closing Date will have, full legal right, power and authority to execute and deliver this Agreement and the other Loan Documents on behalf of its obligations thereunderthe Borrower. (c) The Prior to the acceptance hereof, the Borrower has duly authorized the execution and delivery of this Agreement and the performance by the Borrower of the Amendment Documents obligations contained herein and prior to which it is a party, the performance by it of its obligations under such Amendment Documents, Closing Date the Borrower will have duly authorized the (i) execution and the consummation delivery of the transactions contemplated by such Amendment Loan Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in performance by the acceleration Borrower of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted obligations contained in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents , and (yiii) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on consummation by the part Borrower of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any all transactions contemplated by the Amendment Loan Documents. (d) This Amendment isAll consents, approvals, authorizations or orders of, notices to, or filings, registrations or declarations with, any court or governmental authority, board, agency, commission or body having jurisdiction which are required on behalf of the Borrower or for the execution and delivery by the Borrower of this Agreement and the other Amendment Loan Documents or the consummation by the Borrower of the transactions contemplated hereby or thereby have been obtained or will be obtained prior to the Closing Date. (e) The Borrower has not taken or omitted to take on or prior to the date hereof any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (f) There is no legal action, suit, proceeding, inquiry or investigation at law or in equity (before or by any court, agency, arbitrator, public board or body or other entity or person) pending or threatened against or affecting the Borrower or the Partners or, to the knowledge of the Borrower, any basis therefor (i) in any way affecting the organization and existence of the Borrower, (ii) contesting or materially affecting the validity or enforceability of this Agreement or the other Loan Documents, (iii) contesting the powers of the Borrower or its authority with respect to the Loan Documents, (iv) contesting the authority of the Partners to act on behalf of the Borrower, (v) wherein an unfavorable decision, ruling or finding would have a material adverse effect on (A) the operations of the Borrower, (B) the due performance by the Borrower of the Loan Documents as of the Closing Date, (C) the validity or enforceability of any of the Loan Documents, or (D) the transactions contemplated hereby or by any Loan Document or (vi) in any way contesting the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (g) This Agreement is, and, when duly executed and delivered by the Borrower and the other parties thereto, the Loan Documents will be, the legal, valid and binding obligations of itthe Borrower, enforceable against it the Borrower in accordance with their terms respective terms, except as such to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar Laws laws affecting creditors' rights generally, or by the exercise of general application relating to the enforcement of creditors ‘ rights and by judicial discretion in accordance with general principles of equity. (h) The execution and delivery by the Borrower of this Agreement and the Loan Documents and the consummation by the Borrower of the transactions contemplated hereby and thereby are not prohibited by, do not violate any provision of, and will not result in a breach of or default under (i) the partnership agreement of the Borrower, (ii) any applicable law, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental body or other requirement to which the Borrower is subject, or (iii) any contract, indenture, agreement, mortgage, lease, note, commitment or other obligation or instrument to which the Borrower is a party or by which the Borrower or its properties is bound. 5.2 Each of the representations and warranties set forth in this Section will survive until the Maturity Date of the Bonds. 5.3 Any certificate signed by the Borrower or the Partners and delivered to the Purchaser and/or the Issuer shall be deemed a representation and warranty by the Borrower to the Purchaser and/or the Issuer as to the statements made therein.

Representations and Warranties of Borrower. In order to induce each Lender Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower or PAA in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (hereof, except to the extent that such representation or and warranty was made as of a specific datedate or updated, in which case such representation modified or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) supplemented as of a subsequent date with the consent of Majority Lenders, then in each case, such specific other date). (b) No Default or “Default” (as such term is used and defined in the PAA Credit Agreement) exists as of the date hereof. (c) Borrower is duly authorized to execute and deliver this Amendment, and Borrower is and will continue to be duly authorized to borrow and perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderhereunder. (cd) The execution and delivery by Borrower of this Amendment (and PAA of the Amendment Documents to which it is a partyConsent and Agreement attached hereto), the performance by it of its obligations under such Amendment Documentshereunder (or thereunder), and the consummation of the transactions contemplated by such Amendment Documentshereby (or thereby), do not and will not (ai) conflict with, violate or result in a breach of any provision of (i), 1) Law applicable to its knowledge, any Lawit, (ii2) its Organizational Documentsorganizational documents, or (iii3) any material agreement, judgment, license, order or material license or permit applicable to or binding upon it, (bii) result in the acceleration of any Indebtedness owed by it, or (ciii) result in or require the creation of any consensual Lien upon any of its material assets or properties properties, except as expressly contemplated in, or permitted in by, the Loan Documents. Except (x) as expressly contemplated in, or permitted by, the Loan Documents, disclosed in the Amendment Documents and (y) such as have been obtained Disclosure Schedule or made and are in full force and effect, disclosed pursuant to its knowledgeSection 6.4 of the Credit Agreement, no permit, consent, approval, authorization or order of, and no notice to or filing filing, registration or qualification with, any Governmental Authority or third party is required on the part of or in Borrower pursuant to the provisions of any material Law applicable to it as a condition to its respect in connection with the execution, delivery or performance by it of any Amendment Document this Amendment, or to consummate any the transactions contemplated by the Amendment Documentshereby. (de) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, this Amendment and each of the Loan Documents, as amended hereby, will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations Borrower (i) is duly organized, validly existing and warranties made by Borrower in any Loan Document are true good standing under the Laws of the jurisdiction of its organization, (ii) is duly qualified and correct in good standing as a foreign corporation in each other jurisdiction in which it is required to be licensed and where, in each case, failure to so qualify and be in good standing could result in a Material Adverse Effect, and (iii) has all requisite company power and authority to own or lease and operate its material respects (without duplication of any materiality qualifier contained therein) properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) The execution, delivery and performance by Borrower has duly taken all corporate action necessary to authorize of this Agreement and the execution other Facility Documents (when delivered) and delivery by it the grant of the Amendment Documents security interest contemplated hereby with respect to the Collateral are within its company powers, have been duly authorized by all necessary company action, and do not (i) contravene Borrower’s Organization Documents, (ii) contravene any material contractual restriction binding on it or require any consent under any agreement or instrument to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance or by which any of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it material properties or assets is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Lawbound, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien Liens upon any Collateral other than Liens in favor of its assets Lender in connection with the Facility Documents or properties except as expressly contemplated (iv) violate any Law (including, but not limited to, the Securities Act, the Exchange Act, and the Investment Company Act and the regulations thereunder) or permitted writ, judgment, or injunction. (c) Except for any filings specifically provided for in the Loan Facility Documents. Except , no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption or waiver by, any Governmental Authority or any other third party (x) as expressly contemplated in the Amendment Documents and (y) such except as have been obtained or made and are in full force and effect), is required to its knowledgeauthorize, no permit, consent, approval, authorization or order of, and no notice to or filing is required in connection with, any Governmental Authority or third party is required on the part of or in its respect in connection with (i) the execution, delivery or and performance by it Borrower of any Amendment Facility Document or to consummate (ii) the legality, validity, binding effect or enforceability of any transactions contemplated by the Amendment DocumentsFacility Document. (d) Borrower is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) This Amendment is, Agreement and the other Amendment Facility Documents when duly executed and delivered will be, are legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their respective terms except in all respects. (f) No Default or Event of Default has occurred and is continuing. (g) There are no actions, suits, proceedings, claims or disputes pending at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or against any of its properties or revenues that are reasonably likely to have a Material Adverse Effect. (h) Borrower is a “diversified” “closed-end” “management investment company” and is subject to regulation under the Investment Company Act. Borrower has elected to be treated and qualifies as such enforcement may be a “regulated investment company” within the meaning of the Code. The business and other activities of Borrower, including but not limited to, the making of the Advances by bankruptcyLender, insolvency the application of the proceeds and repayment thereof by Borrower and the consummation of the transactions contemplated by the Facility Documents do not result in any violation of the provisions of the Investment Company Act, or similar Laws of general application relating to any rules, regulations or orders issued by the enforcement of creditors ‘ rights and by general principles of equitySEC thereunder.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: a. Each of Borrower and its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority (aincluding, without limitation, all governmental licenses, permits and other approvals) All representations to own, lease and warranties made by Borrower in any Loan Document are true operate its properties and correct in all material respects (without duplication of any materiality qualifier contained therein) to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution b. The execution, delivery and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documentsthis Agreement and each other Document, and the consummation of the transactions contemplated hereby, are within Borrower’s organizational powers, have been duly authorized by such Amendment Documentsall necessary organizational action, and do not and will not (a) conflict with, violate or result in a breach of any provision of (i)) contravene Borrower’s governing documents, to its knowledge, material contracts or any Lawapplicable law or regulations, (ii) its Organizational Documentsviolate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of any material agreement, judgment, license, order contractual restriction binding on or permit applicable to affecting Borrower or binding upon itany of its subsidiaries or any of their properties, (biv) result in an act that would be prohibited by or materially different from Borrower’s definitive Proxy Statement filed on Schedule 14A filed with the SEC on May 8, 2018 (the “Proxy Statement”) or (v) result in the acceleration creation or imposition of any Indebtedness owed by it, lien on any assets of Borrower or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, subsidiaries. c. No authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery or and performance by it Borrower of any Amendment Document or to consummate (ii) the exercise by Lender of its rights under any transactions contemplated by the Amendment DocumentsDocument. (d) d. This Amendment isAgreement has been, and the other Amendment Documents each Document when delivered hereunder has been or will have been, duly executed and delivered by Borrower. This Agreement is, and each other Document when delivered hereunder will be, the legal, valid and binding obligations obligation of it, Borrower enforceable against it Borrower in accordance with their respective terms. e. The consolidated balance sheet of Borrower and its subsidiaries as at December 31, 2017, and the related consolidated statements of income and cash flows of Borrower and its subsidiaries for the fiscal year then ended, accompanied by an opinion of M▇▇▇▇▇ LLP, independent public accountants, fairly present the consolidated financial condition of Borrower and its subsidiaries as at such date and the consolidated results of the operations of Borrower and its subsidiaries for the period ended on such date, all in accordance with applicable accounting rules consistently applied. f. Since December 31, 2017, there has been no material adverse change to the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower or Borrower and its subsidiaries taken as a whole. g. There is no pending or threatened action, suit, investigation, litigation or proceeding, affecting Borrower or any of its subsidiaries before any governmental or regulatory authority or arbitrator. h. Borrower and each of its subsidiaries has filed, has caused to be filed or has been included in all tax returns (national, departmental, local, municipal and foreign) required to be filed and has paid all taxes due with respect to the years covered by such returns. i. Borrower and each of its subsidiaries is in compliance with all applicable laws and requirements of all governmental and regulatory authorities. j. The transaction contemplated under this Agreement and the transactions involving MEA Energy Investment Company 2, Ltd (“MEA”), including the Forward Purchase Agreement dated as of April 27, 2018 between Borrower and MEA in the terms except described in the Proxy Statement, are on terms that are fair and reasonable and no less favorable to Borrower or such subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate (as defined below). k. Each Document is in proper legal form under the law of the British Virgin Islands for the enforcement thereof against Borrower under the law of the British Virgin Islands. l. Borrower’s obligations under this Agreement constitute direct, unconditional, unsubordinated and unsecured obligations of Borrower and do rank and will rank pari passu in priority of payment and in all other respects with all other unsecured and unsubordinated debt of Borrower. m. Borrower is not required to register as an “investment company”, as such enforcement may be limited term is defined in the Investment Company Act of 1940, as amended. n. No information, exhibit or report furnished by bankruptcyor on behalf of Borrower to Lender in connection with the negotiation of this Agreement or any other Documents or pursuant to the terms of any Document contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. o. Borrower is, insolvency before and after giving effect to the Loan and all other borrowings, individually and together with its subsidiaries, solvent. p. Borrower and its subsidiaries are conducting their business in compliance with laws, rules, regulations and requirements of any jurisdiction applicable to Borrower or any of its subsidiaries, in each case, as amended from time to time, concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and all other applicable anti-bribery and corruption laws (“Anti-Corruption Laws”). Borrower and its subsidiaries, directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates, agents and other persons acting for the benefit of Borrower, are in compliance with all Anti-Corruption Laws and are not under investigation for or being charged with any violation of Anti-Corruption Laws. Borrower and its subsidiaries, and their respective directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates and agents are in compliance with all applicable economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, and/or the European Union and/or the French Republic, and/or Her Majesty’s Treasury (“Sanctions”). Borrower has implemented and maintains in effect policies and procedures to ensure compliance by Borrower and its subsidiaries, and its and their respective directors, officers, employees, Affiliates and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. q. None of Borrower or its subsidiaries or any of their respective directors, officers, or employees or, to the knowledge of Borrower after due inquiry, its agents or Affiliates or those of its subsidiaries is a person that is, or is 50% or more owned or controlled by Persons that are, (i) the subject of Sanctions (a “Sanctioned Person”) or (ii) located in, or organized under the laws of, a country or territory that is the subject of Sanctions broadly prohibiting dealings with such government, country or territory (a “Sanctioned Jurisdiction”). r. The operations of Borrower and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, as amended, the applicable money laundering statutes of all jurisdictions where Borrower or any of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar Laws rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and, no action, suit or proceeding by or before any court or governmental authority or body or any arbitrator involving Borrower or any of general application relating its subsidiaries with respect to the enforcement Anti-Money Laundering Laws is pending or, to the knowledge of creditors ‘ rights Borrower after due inquiry, threatened. s. No Default or Event of Default has occurred and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: a. Each of Borrower and its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority (aincluding, without limitation, all governmental licenses, permits and other approvals) All representations to own, lease and warranties made by Borrower in any Loan Document are true operate its properties and correct in all material respects (without duplication of any materiality qualifier contained therein) to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution b. The execution, delivery and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documentsthis Agreement and each other Document, and the consummation of the transactions contemplated hereby, are within Borrower’s organizational powers, have been duly authorized by such Amendment Documentsall necessary organizational action, and do not and will not (a) conflict with, violate or result in a breach of any provision of (i)) contravene Borrower’s governing documents, to its knowledge, material contracts or any Lawapplicable law or regulations, (ii) its Organizational Documentsviolate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of any material agreement, judgment, license, order contractual restriction binding on or permit applicable to affecting Borrower or binding upon itany of its subsidiaries or any of their properties, (biv) result in an act that would be prohibited by or materially different from Borrower’s definitive Proxy Statement filed on Schedule 14A filed with the SEC on May 8, 2018 (the “Proxy Statement”) or (v) result in the acceleration creation or imposition of any Indebtedness owed by it, lien on any assets of Borrower or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, subsidiaries. c. No authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery or and performance by it Borrower of any Amendment Document or to consummate (ii) the exercise by Lender of its rights under any transactions contemplated by the Amendment DocumentsDocument. (d) d. This Amendment isAgreement has been, and the other Amendment Documents each Document when delivered hereunder has been or will have been, duly executed and delivered by Borrower. This Agreement is, and each other Document when delivered hereunder will be, the legal, valid and binding obligations obligation of it, Borrower enforceable against it Borrower in accordance with their respective terms. e. The consolidated balance sheet of Borrower and its subsidiaries as at December 31, 2017, and the related consolidated statements of income and cash flows of Borrower and its subsidiaries for the fiscal year then ended, accompanied by an opinion of ▇▇▇▇▇▇ LLP, independent public accountants, fairly present the consolidated financial condition of Borrower and its subsidiaries as at such date and the consolidated results of the operations of Borrower and its subsidiaries for the period ended on such date, all in accordance with applicable accounting rules consistently applied. f. Since December 31, 2017, there has been no material adverse change to the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower or Borrower and its subsidiaries taken as a whole. g. There is no pending or threatened action, suit, investigation, litigation or proceeding, affecting Borrower or any of its subsidiaries before any governmental or regulatory authority or arbitrator. h. Borrower and each of its subsidiaries has filed, has caused to be filed or has been included in all tax returns (national, departmental, local, municipal and foreign) required to be filed and has paid all taxes due with respect to the years covered by such returns. i. Borrower and each of its subsidiaries is in compliance with all applicable laws and requirements of all governmental and regulatory authorities. j. The transaction contemplated under this Agreement and the transactions involving MEA Energy Investment Company 2, Ltd (“MEA”), including the Forward Purchase Agreement dated as of April 27, 2018 between Borrower and MEA in the terms except described in the Proxy Statement, are on terms that are fair and reasonable and no less favorable to Borrower or such subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate (as defined below). k. Each Document is in proper legal form under the law of the British Virgin Islands for the enforcement thereof against Borrower under the law of the British Virgin Islands. l. Borrower’s obligations under this Agreement constitute direct, unconditional, unsubordinated and unsecured obligations of Borrower and do rank and will rank pari passu in priority of payment and in all other respects with all other unsecured and unsubordinated debt of Borrower. m. Borrower is not required to register as an “investment company”, as such enforcement may be limited term is defined in the Investment Company Act of 1940, as amended. n. No information, exhibit or report furnished by bankruptcyor on behalf of Borrower to Lender in connection with the negotiation of this Agreement or any other Documents or pursuant to the terms of any Document contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. o. Borrower is, insolvency before and after giving effect to the Loan and all other borrowings, individually and together with its subsidiaries, solvent. p. Borrower and its subsidiaries are conducting their business in compliance with laws, rules, regulations and requirements of any jurisdiction applicable to Borrower or any of its subsidiaries, in each case, as amended from time to time, concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and all other applicable anti-bribery and corruption laws (“Anti-Corruption Laws”). Borrower and its subsidiaries, directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates, agents and other persons acting for the benefit of Borrower, are in compliance with all Anti-Corruption Laws and are not under investigation for or being charged with any violation of Anti-Corruption Laws. Borrower and its subsidiaries, and their respective directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates and agents are in compliance with all applicable economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, and/or the European Union and/or the French Republic, and/or Her Majesty’s Treasury (“Sanctions”). Borrower has implemented and maintains in effect policies and procedures to ensure compliance by Borrower and its subsidiaries, and its and their respective directors, officers, employees, Affiliates and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. q. None of Borrower or its subsidiaries or any of their respective directors, officers, or employees or, to the knowledge of Borrower after due inquiry, its agents or Affiliates or those of its subsidiaries is a person that is, or is 50% or more owned or controlled by Persons that are, (i) the subject of Sanctions (a “Sanctioned Person”) or (ii) located in, or organized under the laws of, a country or territory that is the subject of Sanctions broadly prohibiting dealings with such government, country or territory (a “Sanctioned Jurisdiction”). r. The operations of Borrower and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, as amended, the applicable money laundering statutes of all jurisdictions where Borrower or any of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar Laws rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and, no action, suit or proceeding by or before any court or governmental authority or body or any arbitrator involving Borrower or any of general application relating its subsidiaries with respect to the enforcement Anti-Money Laundering Laws is pending or, to the knowledge of creditors ‘ rights Borrower after due inquiry, threatened. s. No Default or Event of Default has occurred and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender ▇▇▇▇▇▇▇ to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower it in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower It has duly taken all corporate limited liability company and limited partnership action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower it of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentsorganizational documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness indebtedness owed by it, or (c) result in or require the creation of any Lien lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Article V of the Original Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had have been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation representations or warranty was warranties were made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Required Lenders and Administrative Agent, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as on and of such specific date). (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, hereby do not and will not (a) conflict with, violate or result in a breach of any provision of with (i), to its knowledge, ) any Law, (ii) its the Organizational DocumentsDocuments of Borrower, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower in any material respect, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it Borrower of any this Amendment Document or to consummate any transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles of equitygeneral application. (e) The most recent financial statements of Borrower delivered to Lenders pursuant to Section 6.2(a) and (b) of the Credit Agreement fairly present Borrower’s financial position as of the respective dates thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no Material Adverse Change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to To induce each Lender to enter into this AmendmentLoan Agreement, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations a. Borrower is a validly formed corporation that has been duly organized and warranties made by Borrower exists and is in any Loan Document are true good standing under the laws of the jurisdiction in which it was organized, has the lawful power to own its properties and correct to engage in the business it conducts, and is duly qualified to do business in all material respects (without duplication other states where the nature of the business transacted by it or Property owned by it makes such qualification necessary ; b. Borrower is not in default with respect to any Contractual Obligation so as to have a Material Adverse Effect on the consolidated financial condition of Borrower; c. The execution, delivery and performance of the Loan Documents will not immediately or with the passage of time, or the giving of notice, or both : i. Violate the Organizational Documents governing Borrower , or violate any Laws or result in a default under the terms of any materiality qualifier contained therein) on and as Contractual Obligation to which Borrower is a party or by which Borrower or its respective Properties is bound; or ii. Result in the creation or imposition of time any Lien upon any of the effectiveness hereof as if such representations and warranties had been made as Property of Borrower, except the time Liens in favor of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).Lender; (b) d. Borrower has duly taken all corporate action necessary the power and authority to authorize enter into and perform the execution and delivery by it of the Amendment Loan Documents to which it is a party or is bound, and to incur obligations, and has taken all action necessary to authorize the consummation execution, delivery and performance of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a partyparty or is bound ; e. The Loan Documents , the performance by it of its obligations under such Amendment Documentswhen delivered, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, be legally valid and binding obligations of itContractual Obligations, enforceable against it in accordance with their terms respective terms; f. Borrower has good and marketable title to all of its Property and such Property is not subject to any Lien, except for Permitted Liens; g. Companies' financial statements have been and will be prepared and presented and hereafter will present fully and fairly the financial condition of Companies at the dates thereto and the results of operations for the periods covered thereby. There have been no conditions so as to create a Material Adverse Effect in the financial condition or business of Companies since the date of Companies most recent annual financial statements; h. Except as otherwise permitted herein, Companies have filed all federal, state and local tax returns and other reports that it was required by Law to file prior to the date hereof and that are Material to the conduct of its business; has paid or caused to be paid all taxes, assessments and other similar govenunental charges that were due and payable prior to the date hereof ; have made adequate provision for the payment of taxes which are accruing but not yet payable ; and have no knowledge of any deficiency or additional assessment in a Material amount in connection with any taxes which has not been provided for on their books; i. To the best of its knowledge, after due diligence in investigating relevant matters, except as such enforcement may be limited by bankruptcy, insolvency otherwise disclosed or similar Laws of general application relating to the enforcement extent that the failure to comply would not be Material to the conduct of creditors ‘ rights the business of Borrower, it has complied with all applicable laws with respect to: i. The products that it manufactures or sells or to the services it performs; ii. The conduct of its businesses; and iii. The use, maintenance and operation of the Properties owned or leased by general principles of equityit.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatLenders, which representations and warranties shall survive the execution and delivery hereof, that on and as of the date hereof and after giving effect to this Amendment: (a) All representations Borrower has full power, authority and warranties legal right to enter into this Amendment and the First Amendment Transaction Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Amendment and the other First Amendment Transaction Documents have been duly executed and delivered by ▇▇▇▇▇▇▇▇, and this Agreement and such other First Amendment Transaction Documents constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. The execution, delivery and performance of this Amendment and the other First Amendment Transaction Documents (i) are within Borrower's corporate power, have been duly authorized by all necessary corporate action, are not in contravention of law or the terms of Borrower's Organizational Documents or to the conduct of Borrower's business or of any Material Agreement or undertaking to which Borrower is a party or by which Borrower is bound, (ii) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (iii) will not require the Consent of any Governmental Body, any party to a Material Agreement or any other Person, except those Consents which will have been duly obtained, made by Borrower or compiled prior to the Closing Date and which are in full force and effect and (iv) will not conflict with, result in any breach in any of the provisions of, or constitute a default under, the provisions of any Material Agreement nor result in the creation of any Lien upon any Collateral; (b) Each representation and warranty of Borrower set forth in the Credit Agreement and in each of the other Loan Document are Documents to which Borrower is a party is hereby restated and affirmed as true and correct in all material respects (without duplication of any materiality qualifier contained thereinqualifier) as of the date hereof as though made on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof date (except unless expressly stated to the extent that such representation or warranty was made as of a specific relate to an earlier date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific earlier date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.; and (c) The execution No Default or Event of Default shall have occurred and delivery by Borrower be continuing as of the Amendment Documents date hereof, immediately prior to which it is and after giving effect to this Amendment. Borrower acknowledges that Agent and Lenders are specifically relying upon the representations, warranties and agreements contained herein and that such representations, warranties and agreements constitute a party, the performance by it of its obligations under such Amendment Documents, material inducement to Agent and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result Lenders in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsentering into this Amendment. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower (i) is a corporation duly organized, validly existing and warranties made by Borrower in any Loan Document are true good standing under the laws and correct regulations of the jurisdiction of its formation, (ii) is duly licensed, qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has all material respects (without duplication of any materiality qualifier contained therein) requisite power and authority to own, hold or lease and operate its properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) The execution, delivery and performance by Borrower has duly taken all corporate action necessary to authorize of this Agreement, the execution Note and delivery by it of the Amendment Documents each other Loan Document to which it is or is to be a party and to authorize party, the consummation of the transactions contemplated hereby and thereby and the performance of its obligations thereunder. (c) The execution and delivery compliance by Borrower of with the Amendment Documents to which it is a partyterms, the performance conditions and provisions hereof and thereof, are within Borrower’s powers, have been duly authorized by it of its obligations under such Amendment Documentsall necessary corporate action, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law) contravene Borrower’s Organizational Documents, (ii) its Organizational Documentsviolate any law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, demand, determination or award, (iii) any material agreement, judgment, license, order conflict with or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itbreach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting Borrower or any of the mortgaged properties or (civ) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of its assets the properties of Borrower. Borrower is not in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or properties except award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is reasonably likely to have a Material Adverse Effect. (c) Except as expressly contemplated already made or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgeobtained, no permitlicense, consent, approval, authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery delivery, recordation, filing or performance by Borrower of this Agreement, the Note or any other Loan Document to which it is or is to be a party, or for the consummation of any Amendment Document or to consummate any the transactions contemplated hereby, (ii) the grant by Borrower of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Amendment Collateral Documents (including the first priority nature thereof), or (iv) the exercise by Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for items (iii) and (iv) above for which a blanket UCC-1 financing statement is required. (d) This Amendment Agreement has been, and the Note and each other Loan Document when delivered hereunder will have been, duly executed and delivered by Borrower, for good and valuable consideration. This Agreement is, and the Note and each other Amendment Documents Loan Document when duly executed and delivered hereunder will be, the legal, valid and binding obligations obligation of itBorrower, enforceable against it the Borrower in accordance with their its terms, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (e) The unaudited Consolidated balance sheet of LNR Property Corporation (“LNR”) and its Subsidiaries as at August 31, 2003, and the related Consolidated statement of income and Consolidated statement of cash flows of LNR and its Subsidiaries for the nine month period then ended, fairly represent in all material respects the Consolidated financial condition of LNR and its Subsidiaries as at such date and the Consolidated results of the operations of LNR and its Subsidiaries for the period ended on such date, all in accordance with GAAP (subject to year-end audit adjustments), and since August 31, 2003, there has been no Material Adverse Change. (f) No information, exhibit or report furnished by Borrower to Lender in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (g) Except for any Disclosed Litigation, there is no action, suit, investigation, litigation, arbitration or proceeding affecting Borrower, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note or any other Loan Document or the consummation of the transactions contemplated hereby. (h) No proceeds of the Advances will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (i) Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of the Advances will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (j) Borrower is not and will not be an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, and the assets of Borrower do not and will not constitute “plan assets” of one or more such plans for purposes of Title I of ERISA. (k) Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA and transactions by or with the Borrower are not and will not be subject to state statutes applicable to Borrower regulating investments of and fiduciary obligations with respect to governmental plans. (l) Borrower is not (i) an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to any other Law that purports to restrict or regulate its ability to borrow money. (m) Borrower is not a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (n) When recorded or filed with the appropriate governmental offices, and when the documents comprising the related Legal File have been delivered to the Custodian, and the related Advance has been made, the Collateral Documents create a valid and perfected first priority lien on and security interest in all right, title and interest of the Borrower in, to and under the Collateral. Borrower is the legal and beneficial owner of, and has good title to, the Collateral free and clear of any Lien or other impediment to transfer, except for the liens and security interests created or permitted under the Loan Documents. (o) Borrower has filed, has caused to be filed or has been included in all tax returns (federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties, for which the failure to file or pay would have a Material Adverse Effect. (p) Borrower is Solvent. (q) The Borrower’s jurisdiction of organization is the State of Delaware and the location of Borrower’s principal place of business and chief executive office is at the address set forth in Section 9.02. (r) Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Internal Revenue Code. (s) Borrower is not a party to any collective bargaining agreements. (t) Borrower will obtain each Advance as such enforcement principal for its own account. (u) Borrower has not dealt with any broker, investment banker, agent, or other Person (other than Lender or an Affiliate of Lender) who may be limited entitled to any commission or compensation in connection with any Advance or otherwise in connection with any of the Loan Documents. On the date of each Advance, Borrower shall be deemed to repeat each the foregoing representations and warranties made by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityit.

Representations and Warranties of Borrower. In order to To induce each Lender to enter into this AmendmentLoan Agreement, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations a. Borrower is a validly formed limited partnership that has been duly organized and warranties made by Borrower exists and is in any Loan Document are true good standing under the laws of the State of Delaware, the jurisdiction in which it was organized, has the lawful power to own its properties and correct to engage in the business it conducts, and is duly qualified to do business in all material respects (without duplication of any materiality qualifier contained therein) on and as of time other states where the nature of the effectiveness hereof as if business transacted by it or Property owned by it makes such representations and warranties had been made as of the time of the effectiveness hereof (qualification necessary, except to the extent that such representation the failure to qualify would not create a Material Adverse Effect; b. Borrower is not in default with respect to any Contractual Obligation so as to have a Material Adverse Effect on the consolidated financial condition of Borrower; c. The execution, delivery and performance of the Loan Documents will not immediately or warranty was made as with the passage of time, or the giving of notice, or both: i. Violate the Organizational Documents governing Borrower, or violate any Laws or result in a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication default under the terms of any materiality qualifier contained therein) as Contractual Obligation to which Borrower is a party or by which Borrower or its respective Properties is bound; or ii. Result in the creation or imposition of such specific date).any Lien upon any of the Property of Borrower, except the Liens in favor of Lender; (b) d. Borrower has duly taken all corporate action necessary the power and authority to authorize enter into and perform the execution and delivery by it of the Amendment Loan Documents to which it is a party or is bound, and to incur obligations, and has taken all action necessary to authorize the consummation execution, delivery and performance of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a partyparty or is bound; e. The Loan Documents, the performance by it when delivered, will be legally valid and binding Contractual Obligations, enforceable in accordance with their respective terms; f. Borrower has good and marketable title to all of its obligations under Property and such Amendment Property is not subject to any Lien, except for Permitted Liens; g. Borrower’s financial statements have been and will be prepared and presented and hereafter will present fully and fairly the financial condition of Borrower on the dates thereto and the results of operations for the periods covered thereby, and there has been no condition so as to create a Material Adverse Effect in the financial condition or business of Borrower from January 1, 2008 to the Closing Date for Loan No. 56548-141; h. Except as otherwise permitted herein, Borrower has filed all federal, state and local tax returns and other reports that it was required by Law to file prior to the date hereof and that are Material to the conduct of its business; has paid or caused to be paid all taxes, assessments and other similar governmental charges that were due and payable prior to the date hereof; have made adequate provision for the payment of taxes which are accruing but not yet payable; and have no knowledge of any deficiency or additional assessment in a Material amount in connection with any taxes which has not been provided for on their books; i. To the best of its knowledge, after due diligence in investigating relevant matters, except as otherwise disclosed or to the extent that the failure to comply would not be Material to the conduct of the business of Borrower, it has complied with all applicable laws with respect to: i. The products that it produces or sells or to the services it performs; ii. The conduct of its businesses; and iii. The use, maintenance and operation of the Properties owned or leased by it; j. No representation or warranty by Borrower, as to its best knowledge, after due diligence in investigating relevant matters, contained herein or in any certificate or other document furnished pursuant hereto, or in the Loan Documents, contains any untrue statement of Material fact or omits to state a Material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made; and k. To the best knowledge of Borrower, after due diligence in investigating relevant matters, each consent, approval or authorization of, or filing, registration or qualification with, any Person required to be obtained or effected by Borrower in connection with the execution and delivery of the consummation Loan Documents, or the undertaking or performance of any obligation thereunder, has been duly obtained or effected. l. No part of the proceeds of the Loan(s) will be used, directly or indirectly, for the purpose of purchasing or carrying or trading in any securities in violation of Regulation U. If requested by Lender, Borrower shall furnish to Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in Regulation U. No indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U. “Margin stock” within the meanings of Regulation U does not constitute more than 25 percent of the value of the consolidated assets of Borrower. None of the transactions contemplated by such Amendment Documentsthis Loan Agreement (including without limitation, do not and the direct or indirect use of the proceeds of the Loans) will not (a) conflict with, violate or result in a breach violation of any provision the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation U or X. m. Borrower is not subject to regulation under the Public Utility Holding Company Act of 2005 or the Federal Power Act or the Investment Company Act of 1940, each as amended. In addition, Borrower is not (i)) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company, or (ii) a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 2005, as amended. n. Borrower has obtained all Material licenses, permits, franchises or other governmental authorizations necessary to the ownership of its knowledge, Property and to the conduct of its businesses. o. Borrower is not in violation of any Law, (ii) its Organizational Documentswhich violation could reasonably be expected to have a Material Adverse Effect. p. Borrower is current with all Material reports and documents, if any, required to be filed with any state or (iii) any material agreement, judgment, license, order federal securities commission or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents similar agency and (y) such as have been obtained or made and are is in full force compliance in all Material respects with all applicable rules and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part regulations of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentssuch commissions. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to To induce each Lender to enter into this AmendmentLimited Waiver, Borrower hereby represents and warrants to Administrative Agent and each Lender thatas follows: (a) All Immediately after giving effect to this Limited Waiver (a) the representations and warranties made by Borrower contained in any the Loan Document Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)., and (b) no Event of Default has occurred and is continuing; (b) Borrower has duly taken all corporate action necessary the power and authority to authorize the execution execute and delivery by it of the Amendment Documents to which it is a party deliver this Limited Waiver, and to authorize the consummation of the transactions contemplated thereby perform its obligations under this Limited Waiver and the performance of its obligations thereunder.Loan Agreement; (c) The organizational documents of Borrower delivered to Lender on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; (d) The execution and delivery by Borrower of the Amendment Documents to which it is a party, this Limited Waiver and the performance by it Borrower of its obligations under such Amendment Documents, this Limited Waiver and the consummation Loan Agreement have been duly authorized; (e) The execution and delivery by Borrower of this Limited Waiver and the transactions contemplated performance by such Amendment Documents, Borrower of its obligations under this Limited Waiver and the Loan Agreement do not and will not (a) conflict with, violate or result in a breach of any provision of contravene (i), to its knowledge, ) any Lawlaw or regulation binding on or affecting Borrower, (ii) its Organizational Documentsany material contractual restriction with a Person binding on Borrower, or (iii) any material agreementorder, judgment, license, order judgment or permit applicable to or binding upon it, (b) result in the acceleration decree of any Indebtedness owed by itcourt or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (civ) result in or require the creation organizational documents of any Lien upon any Borrower; (f) The execution and delivery by Borrower of this Limited Waiver and the performance by Borrower of its assets or properties except as expressly contemplated or permitted in obligations under this Limited Waiver and the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitAgreement do not require any order, consent, approval, license, authorization or order validation of, and no notice to or filing filing, recording or registration with, or exemption by any Governmental Authority governmental or third party is required public body or authority, or subdivision thereof, binding on the part of either Borrower, except as already has been obtained or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.made; (dg) This Amendment is, and the other Amendment Documents when Limited Waiver has been duly executed and delivered will be, legal, valid by Borrower and is the binding obligations obligation of itBorrower, enforceable against it Borrower in accordance with their terms its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, liquidation, moratorium or other similar Laws laws of general application and equitable principles relating to or affecting creditors’ rights; (h) All the enforcement Purchased Shares have been duly authorized and validly issued, and all of creditors ‘ the shares of common stock of Borrower for which the Amended and Restated Warrants are exercisable (the “Warrant Shares”) have been duly authorized and will be validly issued, in compliance with applicable laws and the Purchased Shares and the Warrant Shares, when issued, will be fully paid and non-assessable. Each of the Purchased Shares and the Warrant Shares will, upon issuance, be approved for trading on the Nasdaq Capital Market. None of the Purchased Shares are, and none of the Warrant Shares will be, issued in violation of any contract, agreement, arrangement or commitment to which Borrower is a party or is subject to, or in violation of, any preemptive or similar rights of any person. (i) Borrower has not, directly or through its agents, offered or sold the Purchased Shares or the Amended and Restated Warrants by any form of general principles solicitation or general advertising within the meaning of equityRule 502(c) under the U.S. Securities Act of 1933 (the “Securities Act”). (j) To the knowledge of Borrower, none of Borrower or its affiliates is a “pilot program U.S. business” as defined in 31 C.F.R. § 801.213.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to the Administrative Agent and each Lender that: (a) All the representations and warranties made by of Borrower contained in any Loan Document Section 4.01 of the Credit Agreement are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) as of such specific earlier date).; (b) Borrower no Default or Event of Default has duly taken all corporate action necessary to authorize the execution occurred and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.continuing; (c) The execution the Borrower has all requisite power and delivery by Borrower of the Amendment Documents authority and all requisite governmental licenses, permits, authorizations, consents and approvals to which it is a partyexecute, the performance by it of deliver and perform its obligations under such Amendment Documentsthis Agreement and the Transaction Documents as amended hereby; (d) the execution, delivery and performance by the Borrower of this Agreement has been duly authorized by all necessary corporate or other organizational action, and the consummation of the transactions contemplated by such Amendment Documents, do does not and will not not: (ai) contravene the terms of any Constituent Documents; (b) conflict with, violate with or result in any breach, termination, or contravention of, or constitute a breach of default under, or require any provision of payment to be made under (i), ) any material contract or agreement or any material indebtedness to its knowledge, any Lawwhich the Borrower is a party or affecting the Borrower or the properties of the Borrower, (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Organizational Documents, property is subject; or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any asset of its assets the Borrower (other than Liens in favor of the Collateral Trustee under the Transaction Documents); or properties except as expressly contemplated or permitted in the Loan Documents. Except (xd) as expressly contemplated in the Amendment Documents and violate any Requirements of Law; (ye) such as have been obtained or made and are in full force and effect, to its knowledge, no permitapproval, consent, approvalexemption, authorization authorization, or order ofother action by, and no or notice to to, or filing with, any Governmental Authority or third party any other Person is necessary or required on the part of or in its respect in connection with the execution, delivery or performance by it by, or enforcement against, the Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Agreement; and (df) This Amendment is, and the other Amendment Documents when this Agreement has been duly executed and delivered will be, by the Borrower and constitutes a legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms except as such enforcement may be limited by its terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws of general application relating other laws affecting creditors’ rights generally and subject to the enforcement of creditors ‘ rights and by general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Sixth Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower B▇▇▇▇▇▇▇ has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Sixth Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to ---------------------------------------------- induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower any Restricted Person in any Loan Document delivered on or before the date hereof are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof (except to the extent that the facts upon which such representations are based have been changed by the transactions contemplated herein) as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)date hereof. (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the this Amendment Documents to which it is a party, and the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, do hereby does not and will not (a) conflict with, violate or result in a breach of with any provision of (i)law, to its knowledgestatute, any Law, (ii) its Organizational Documentsrule or regulation or of the articles of incorporation and bylaws of Borrower, or (iii) of any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower, (b) or result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien, charge or encumbrance upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to of any court or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, execution and delivery or performance by it Borrower of any this Amendment Document or to consummate any the transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors' rights and by general equitable principles of equitygeneral application. (e) Drafts of the audited annual Consolidated financial statements of Borrower dated as of June 30, 1999 (the "Draft Financial Statements") fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. The Draft Financial Statements have heretofore been delivered to each Lender. Since such date, no material adverse change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower any Restricted Person in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (hereof, except to the extent that such representation or warranty was made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders and Administrative Agent, in which case such representation or warranty shall be was true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such specific earlier date). (b) Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower the various Restricted Persons of the Amendment Documents to which it each is a party, the performance by it each of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such the various Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, ) any LawLaw in any material respect, (ii) its the Organizational DocumentsDocuments of any Restricted Person, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) result in the acceleration of any Indebtedness owed by itany Restricted Person, or (c) result in or require the creation of any Lien upon any of its assets or properties of any Restricted Person except as expressly contemplated or permitted in the Loan Documents. Except (xi) as expressly contemplated in the Amendment Loan Documents and (yii) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of a Restricted Person in connection with the execution, delivery or performance by it any Restricted Person of any Amendment Document to which it is a party or to consummate any transactions contemplated by the Amendment Documentsthereby. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of iteach Restricted Person that is a party hereto or thereto, enforceable against it such Restricted Person in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and conveyance or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles related to enforceability. (e) The audited annual Consolidated financial statements of equityBorrower dated as of December 31, 2012 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 2013 fairly present, in all material respects, Borrower’s Consolidated financial position at the date thereof and the Consolidated results of Borrower’s operations and Borrower’s Consolidated cash flows for the period thereof. Since the date of such audited annual Consolidated financial statements no Material Adverse Change has occurred. All such financial statements were prepared in good faith based on assumptions specified therein with such pro forma adjustments as have been accepted by Administrative Agent.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to the Administrative Agent, the Paying Agent and each Lender that: (a) All The representations and warranties made by of Borrower contained in any Loan Document Section 4 of the Credit Agreement are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) as of such specific earlier date). (b) No Event of Default, Default or Early Amortization Event, or Servicer Default or any event that with the giving of notice of the lapse of time, or both, would constitute a Servicer Default has occurred and is continuing. (c) The Borrower (i) has all necessary power, authority and legal right to (A) execute and deliver this Amendment and (B) carry out the terms of this Amendment and the Credit Documents as amended hereby and (ii) has duly taken authorized by all corporate necessary limited liability action necessary to authorize action the execution, delivery and performance of this Amendment and the Credit Documents as amended hereby on the terms and conditions herein and therein provided. (d) All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority required for the due execution and delivery of this Amendment by it the Borrower and performance by the Borrower of the Amendment Documents to which it is a party Credit Agreement as amended hereby have been obtained. (e) The execution and to authorize delivery of this Amendment, the consummation of the transactions contemplated thereby hereby and by the Credit Documents as amended hereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower fulfillment of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, terms hereof and the consummation of the transactions contemplated by such Amendment Documents, do not and thereof will not (ai) conflict with, violate or result in a any breach of any provision of the terms and provisions of, or constitute (i)with or without the giving of notice or lapse of time or both) a default under, to its knowledge, the Organizational Documents or a default in any Lawmaterial respect under any Contractual Obligation of the Borrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, creation or (c) result in or require the creation imposition of any Lien upon any of its assets Borrower’s properties, or properties except as expressly contemplated or permitted in the Loan Documents. Except (xiii) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, violate any Governmental Authority or third party is required on the part Requirements of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment DocumentsLaw. (df) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, constitutes a legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency or similar applicable Debtor Relief Laws of general application relating to the enforcement of creditors ‘ rights and except as such enforceability may be limited by general principles of equity (whether considered in suit at law or in equity).

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations If Borrower is a corporation, Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as state of its incorporation; if such representations a partnership, Borrower is duly organized and warranties had been made as validly existing under the partnership agreement and the applicable laws of the time state in which the partnership is formed or exists or if a limited liability company, Borrower is duly organized and validly existing under the operating agreement and the applicable laws of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, state in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).the limited liability company is formed; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the execution legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, partners or members, as the transactions contemplated thereby case may be, shall be its valid and the performance of its binding obligations thereunder.legally enforceable in accordance with their terms; (c) The execution execution, delivery and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended OCTOBER 31, legal2000, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize authorize 1585769.1: 220661:01602 the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Each Loan Party and warranties made by Borrower each Subsidiary is duly organized, validly existing and in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof jurisdiction of its organization, and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, is duly qualified to do business and is in good standing as if a foreign entity in each jurisdiction where the nature of its business requires such representations qualification, and warranties had been made as has full power and authority and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, holds all requisite governmental licenses (including, without limitation, all licenses such Loan Party or such Subsidiary is required to hold or maintain which are issued by the FCC), permits and other approvals required for (i) the ownership and operation of its businesses and assets in the ordinary course and (ii) the due execution, delivery and performance by such Loan Party of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Loan Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderparty. (cb) The execution execution, delivery and delivery performance by Borrower each Loan Party of the Amendment Loan Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated First Step Transactions and, if and when consummated, the Second Step Transactions, are or will be within such corporate or other powers, have been or will be duly authorized by all necessary action, and (i) do not contravene such Amendment Loan Party’s Organizational Documents, (ii) do not and contravene any law applicable to such Loan Party, except as could reasonably be expected to have a Material Adverse Effect, (iii) will not (a) conflict with, violate or result in a breach default or require any consent or approval under any agreement or instrument evidencing Material Debt binding upon any Loan Party or any Subsidiary or its property, or give rise to a right thereunder to require any payment to be made by such Loan Party or such Subsidiary, except for such violations, defaults, requirements, or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (iv) will not result in the creation or imposition of any provision Lien on any property of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents, Permitted Liens and Liens permitted by Section 5.02(a)(vi). (c) Except (i), to its knowledge, any Law) as have been obtained by the Closing Date, (ii) its Organizational for filings necessary to perfect Liens created by the Loan Documents, or (iii) any material agreementfor such authorizations, judgment, license, order approvals or permit applicable other actions as may be required by the FCC in connection with the disposal of the membership interest of Tribune Broadcasting Holdco and (iv) as could not reasonably be expected to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgea Material Adverse Effect, no permit, consent, approval, authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required on for the part of or in its respect in connection with the due execution, delivery or and performance by each Loan Party of the Loan Documents to which it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsis a party. (d) This Amendment isEach of the Loan Documents to be delivered by a Loan Party when delivered hereunder will have been, and the other Amendment Documents when duly executed and delivered by such Loan Party. This Agreement is, and each of Loan Documents to which each Loan Party is a party when delivered hereunder will be, the legal, valid and binding obligations obligation of it, such Loan Party enforceable against it such Loan Party in accordance with their terms except as such enforcement may be limited by respective terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws of general application relating other laws affecting creditors’ rights generally and subject to the enforcement of creditors ‘ rights and by general principles of equity, regardless of whether considered in a proceeding in equity or at law. (i) The audited Consolidated balance sheet of Borrower and its Subsidiaries as of December 31, 2006 and the related audited Consolidated statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for the fiscal year ended December 31, 2006, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, copies of which have been made available to each Lender, fairly present in all material respects the Consolidated financial condition of Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP as in effect on the date of preparation thereof. Since December 31, 2006 through April 1, 2007, except as otherwise contemplated, disclosed or permitted by the Acquisition Agreement, the Tribune Purchase Agreement, as defined in the Acquisition Agreement, or the ESOP Purchase Agreement, as defined in the Acquisition Agreement or the documents ancillary thereto, there has not been any event, development or state of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and since April 1, 2007, there has not been any event, development or state of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ii) The unaudited Consolidated balance sheet of Borrower and its Subsidiaries as of April 1, 2007 and the related Consolidated statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for the fiscal quarter ended April 1, 2007, copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated financial condition of Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP as in effect on the date of preparation thereof. (iii) The unaudited pro forma condensed Consolidated balance sheet of Borrower and its Subsidiaries as of April 1, 2007, and the related unaudited pro forma combined statements of operations of Borrower and its Subsidiaries for the fiscal quarter then ended, copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated pro forma financial condition of Borrower and its Subsidiaries as at such date and the Consolidated pro forma results of operations of Borrower and its Subsidiaries for the period ended on such date, after giving effect (a) to the First Step Transactions and (b) to both the First Step Transactions and the Second Step Transactions, all in accordance with GAAP as in effect on the date of preparation thereof. Such pro forma financial statements have been prepared in good faith by Borrower, based on the assumptions believed by Borrower to be reasonable at the time such pro forma financial statements were prepared and accurately reflect the adjustments described therein. (f) Except as set forth in Schedule 4.01(f) or in the SEC Reports, there is no pending or to the knowledge of Borrower, threatened action, suit, investigation, litigation, proceeding or labor controversy, including, without limitation, any Environmental Action, affecting Borrower, any of its Subsidiaries or any PDT Entity before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of the Loan Documents or the consummation of the First Step Transactions and, solely to the extent the Acquisition is consummated, the Second Step Transactions, and no conditions exist at, on or under any property now or previously owned or leased by Borrower which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Laws and that could reasonably be expected to have a Material Adverse Effect. (g) 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 Advance or any Letter of Credit will be used for any purpose that violates, or which is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve of the United States, as in effect from time to time. The pledge of the Collateral pursuant to the Pledge Agreement does not violate such regulations. (h) Each of Borrower and each of its Subsidiaries has good fee simple title to, or valid leasehold interests in, or easements or other limited property interests in, all its real properties and has good and marketable title to its personal property and assets, in each case, except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. On the Closing Date all such properties and assets are free and clear of Liens, other than Liens permitted by Section 5.02(a)(i), (iii), (v), (vi) and (x). (i) Borrower or its Subsidiaries (a) owns, or is licensed to use the trademarks, tradenames and copyrights and (b) owns, or is licensed to use or reasonably believes it has the right to use the technology, know-how and processes, in each case, necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the “Intellectual Property”). No claim has been asserted and is pending by any Person challenging any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does such Borrower know of any valid basis for any such claim, except, in either case, for such claims that in the aggregate could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by Borrower and its Subsidiaries does not infringe on the intellectual property rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (j) No Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended from time to time. (k) The Information Memorandum and all other information, exhibits or reports (including the SEC Reports) (other than financial projections (such projections being prepared in good faith and based upon assumptions Borrower believes to have been reasonable at the time made) and information of a general economic or industry specific nature) furnished by or on behalf of Borrower or otherwise made available to the Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement taken as a whole as of the date furnished or otherwise made available to the Agent or any Lender, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein not materially misleading in the light of the circumstances under which such statements were made. (i) As of the Closing Date, immediately after giving effect to the First Step Transactions, Borrower is Solvent. (ii) Upon and after consummation of the Second Step Transactions and as of the Second Step Closing Date, immediately after giving effect to the Second Step Transactions, Borrower is Solvent. (m) Borrower, each of its Subsidiaries and each PDT Entity have filed, have caused to be filed or have been included in all material tax returns and reports required by law to have been filed by it and has paid all Taxes thereby shown to be due and owing, except any such Taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. (n) Except as set forth in the SEC Reports, Borrower, each of its Subsidiaries and each PDT Entity are in compliance with all applicable laws, rules, regulations and orders that are material to the conduct of the business of Borrower and its Subsidiaries taken as a whole, including, without limitation, compliance with ERISA, Environmental Laws and the Patriot Act, except for any failure to comply which could not reasonably be expected to have a Material Adverse Effect. (o) Borrower, each of its Subsidiaries and each PDT Entity maintain insurance with responsible and reputable insurance companies or associations (including affiliated companies) in such amounts and covering such risks as is customarily carried by companies engaged in similar businesses and owning similar properties as Borrower and its Subsidiaries; provided, however, that Borrower and its Subsidiaries may self-insure to the extent it determines in its good faith reasonable business judgment that such insurance is consistent with prudent business practices. (p) As of the Closing Date, Schedule 4.01(p) sets forth (a) a correct and complete list of the name and relationship to Borrower of each and all of Borrower’s Subsidiaries, (b) a true and complete listing of each class of Borrower’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and (c) the type of entity of Borrower and each of its Subsidiaries. On the Closing Date, all of the issued and outstanding Equity Interests of the Subsidiaries owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable free and clear of all Liens (other than Liens created under the Loan Documents, Permitted Liens and Liens permitted by Section 5.02(a)(vi)). (q) Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, there are no strikes, lockouts or slowdowns against any Loan Party currently occurring or, to the knowledge of Borrower, threatened. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Borrower or any of its Subsidiaries (or any predecessor) is a party or by which Borrower or any of its Subsidiaries (or any predecessor) is bound. (r) The provisions of the Pledge Agreement create legal and valid Liens on all the Collateral in favor of the Agent, for the benefit of the Secured Parties; and upon the proper filing of UCC financing statements required pursuant to Section 3.01(g), such Liens constitute perfected and continuing (upon the periodic filing of UCC continuation statements) Liens on the Collateral, securing the Secured Obligations, and having priority over all other Liens on the Collateral except in the case of Permitted Liens and Liens permitted by Section 5.02(a)(vi). (s) [Intentionally Omitted.] (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, each of the Loan Parties and their Subsidiaries are in compliance with the applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan. (ii) Neither any Loan Party nor any Subsidiary, PDT Entity, trustee, administrator, or fiduciary of any of Employee Benefit Plan, has (i) engaged in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code for which there is no exemption under Section 408 of ERISA or Section 4975 of the Code, respectively, which could directly or indirectly subject any Loan Party or any Subsidiary to any liability for a tax or penalty imposed by Section 4975 of the Code or Section 502(i) of ERISA, or (ii) committed a breach of its fiduciary duties (as defined in Section 404 of ERISA) which could directly or indirectly subject any Loan Party nor any Subsidiary to any liability under Section 502 of ERISA except for a liability under (i)

Representations and Warranties of Borrower. In order to induce each Lender US Agent and the undersigned Lenders to enter into this Amendment, US Borrower represents and warrants to Administrative US Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the Original Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)hereof. (b) US Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder. US Borrower is duly authorized to borrow funds under the US Credit Agreement. (c) The execution and delivery by Borrower the various Restricted Persons of the Amendment Documents to which it each is a party, the performance by it each of its obligations under such Amendment Documents, Documents and the consummation of the transactions contemplated by such the various Amendment Documents, Documents do not and will not (a) conflict with, violate or result in a breach of with any provision of (i), to its knowledge, ) any Law, (ii) its Organizational Documentsthe organizational documents of any Restricted Person, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, or (b) result in the acceleration of any Indebtedness owed by itany Restricted Person, or (c) result in or require the creation of any Lien upon any of its assets or properties of any Restricted Person, except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Loan Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, with any Governmental Authority Tribunal or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it any Restricted Person of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, a legal, valid and binding obligations obligation of iteach Restricted Person which is a party hereto or thereto, enforceable against it in accordance with their terms terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors' rights and by general equitable principles of equitygeneral application relating to the enforcement of creditor's rights.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: that (a) All no Default exists under the Agreement; (b) the representations and warranties made by of Borrower contained in any Loan Document are the Agreement were true and correct in all material respects (without duplication of any materiality qualifier contained therein) on when made and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except continue to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication on the date hereof with the exception of any materiality qualifier contained thereinSection 4(a)(vi) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to Loan Agreement, which it is a party and to authorize the consummation hereby qualified by Borrower’s disclosure of the transactions contemplated thereby and the performance existence of its obligations thereunder. an adversarial proceeding in bankruptcy court with Linens ‘N Things regarding a claim of preferential payment; (c) The execution the execution, delivery and delivery performance by Borrower of the this Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated hereby are within the corporate power of Borrower and have been duly authorized by such Amendment Documentsall necessary corporate action on the part of Borrower, do not and will not (a) conflict require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrower is named or any provision of the charter documents of Borrower and do not result in a breach of or constitute a default under any provision of (i), agreement or instrument to its knowledge, any Law, (ii) its Organizational Documents, which Borrower is a party or (iii) any material agreement, judgment, license, order by which it or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. bound; (d) This this Amendment is, and constitutes the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations obligation of itBorrower, enforceable against it Borrower in accordance with their terms except as such enforcement may its terms; (e) all payroll taxes required to be limited by bankruptcy, insolvency withheld from the wages of Borrower's employees have been paid or similar Laws deposited when due; (f) it is entering into this Amendment freely and voluntarily with the advice of general application relating legal counsel of its own choosing; and (g) it has freely and voluntarily agreed to the enforcement releases, waivers and undertakings set forth in this Amendment; (h) Borrower understands that this increase in the Original Borrowing Base is temporary and that the Borrowing Base will automatically revert to the Original Borrowing Base on November 16, 2009; and (i) Borrower understands that any amounts outstanding, due and owing to Lender in excess of creditors ‘ rights the Original Borrowing Base on November 16, 2009 shall be immediately due and by general principles of equitypayable to Lender.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that, as of the date hereof: (a) All representations Borrower has the right and warranties made power and is duly authorized to enter into this Amendment and all other agreements executed in connection herewith; (b) After giving effect to this Amendment, no Event of Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is continuing; (c) The execution, delivery and performance by Borrower of this Amendment and the other agreements to which Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the terms of its Certificate of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which Borrower is a party, or which purports to be binding on Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any of Borrower's properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which Borrower is a party or which purports to be binding on Borrower or any of its properties; (d) No consent, license, registration or approval of any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and the other agreements executed by Borrower in any connection herewith; (e) This Amendment and the other agreements executed by Borrower in connection herewith have been duly executed and delivered by Borrower and are enforceable against Borrower in accordance with their terms; and (f) All information, reports and other papers and data heretofore furnished to Agent by Borrower in connection with this Amendment, the Loan Document Agreement and Other Agreements are true accurate and correct in all material respects (without duplication of any materiality qualifier contained therein) on and complete insofar as of time may be necessary to give Agent true and accurate knowledge of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) subject matter thereof. Borrower has duly taken all corporate action necessary disclosed to authorize the execution and delivery by it Agent every fact of the Amendment Documents to which it is a party aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition of Borrower or the ability of Borrower to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of perform its obligations under such Amendment Documentsthis Amendment, and the consummation Loan Agreement or under any of the transactions contemplated Other Agreements. None of the information furnished to Agent by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach on behalf of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) Borrower contained any material agreement, judgment, license, order misstatement of fact or permit applicable omitted to state a material fact or binding upon it, (b) result in any fact necessary to make the acceleration of any Indebtedness owed by it, statements contained herein or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentstherein not materially misleading. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatBank as follows: (a) Borrower has all requisite power and authority under applicable law and under its Charter Documents to execute, deliver and perform its obligations under this Amendment, and under the Credit Agreement as amended hereby; (b) All actions, waivers and consents (corporate, regulatory and otherwise) necessary or appropriate for it to execute, deliver and perform its obligations under this Amendment, and to perform its obligations under the Credit Agreement, as amended hereby, have been taken and/or received; (c) This Amendment and the Credit Agreement, as amended by this Amendment, constitute the legal, valid and binding obligation of it enforceable against it in accordance with the terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the limitation of certain remedies by certain equitable principles of general applicability; (d) The execution, delivery and performance of this Amendment, and the performance by Borrower of its obligations under the Credit Agreement, as amended hereby, will not violate or contravene (a) any provision of any federal, state, local or other law, rule, or regulation binding on it, (b) any order of any governmental authority, court, arbitration board, or tribunal binding on it or (c) result in or require the creation of any Lien upon or with respect to any of the Collateral; (e) The representations and warranties made by Borrower contained in any the Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date of this Amendment, before and after giving effect to the effectiveness hereof same, as if such representations though made on and warranties had been made as of the time of the effectiveness hereof such date (except to the extent that such representation they relate to an earlier date); (f) No event has occurred and is continuing which constitutes an default or warranty was made as an Event of Default under the Credit Agreement; and (g) The Credit Agreement continues to create a specific datevalid security interest in, and Lien upon, the Collateral, in favor of Bank, which case such representation or warranty shall be true security interests and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and Liens are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it perfected in accordance with their the terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating the Credit Agreement and prior to the enforcement of creditors ‘ rights and by general principles of equityall Liens other than Permitted Liens.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatas of the Closing Date as follows: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time is a corporation, duly organized under the laws of the effectiveness hereof as if such representations state of Colorado and warranties had been made as validly existing in good standing under the laws of the time state of Colorado and has all requisite power and authority and legal right to own its property, to carry on its business as it is now being conducted, to enter into this Agreement and the effectiveness hereof (except other Loan Documents entered into by it and to the extent that such representation or warranty was made as perform all of a specific date, in which case such representation or warranty shall be true its obligations hereunder and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)thereunder. (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyLoan Documents, and the performance by it of its obligations thereunder, have been duly authorized by all necessary action, corporate or otherwise, and do not and will not: (i) require any further action, consent or approval on the part of the shareholders of Borrower; (ii) violate any provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower, or the articles of incorporation, by-laws or regulations of Borrower; or (iii) result in any financial breach or other material breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which the Borrower or its properties may be bound or affected, and the Borrower is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument, which breach or default would materially impair Borrower's ability to service and repay the Loan pursuant to the terms of the Loan Documents. (c) The Loan Documents have been duly executed and delivered by Borrower and are legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. (d) Except as set forth on Schedule D annexed hereto and made a part hereof, and to Borrower's knowledge, there is no material action, suit, proceeding, inquiry or investigation, at law or in equity, pending or threatened against or affecting Borrower or any of its properties or rights, wherein an unfavorable decision, ruling or finding would (i) to the extent not covered by insurance as to which the insurer has not disclaimed coverage, result in any material adverse change in the financial condition, business, properties or operations of Borrower; (ii) materially or adversely effect the transactions evidenced by the Loan Documents; (iii) materially impair the right of either to carry on its business substantially as now conducted; or (iv) adversely effect the validity or enforceability of the Loan Documents. (e) To the best of Borrower's knowledge, Borrower is in material compliance with all laws applicable to Borrower or its properties or assets. (f) Borrower is a pre-existing Colorado corporation and actively engaged in the operation of its business and was not created as a vehicle to obtain the loan from Assignor evidenced by the KSI Note (the "KSI Loan"). The proceeds of the KSI Loan were used by Borrower for the purposes set forth in the Original Loan Agreement, and the proceeds of the KSI Loan were paid over or diverted by Borrower to any member, manager, officer, director or shareholder of Borrower, any Obligor or any other person. (g) The following persons constitute all of the shareholders of Borrower: Shareholder % Ownership Interest ----------- -------------------- Greka Energy Corporation 100% (h) The following persons constitute all of the directors and officers of Borrower, and hold the following offices: Name Title ---- ----- Randeep Grewal President Susan ▇▇▇▇▇▇ Vice President S▇▇▇▇ ▇▇▇▇▇▇ Secretary (i) There has been ▇▇ ▇▇▇▇▇▇▇▇ adverse change in the condition, financial or otherwise, of Borrower since the date of its most recent financial statements furnished to Lender. (j) Except as set forth on Schedule D annexed hereto and made a part hereof, Borrower's properties and assets (other than the Collateral) reflected on Borrower's and Calox's most recent financial statements, as applicable, are free and clear of all mortgages, pledges, material liens, charges or other encumbrances. (k) Except as otherwise permitted, Borrower and each Obligor have filed all federal, state and other income or franchise tax returns which are required to be filed and have paid all known taxes due or which may become due pursuant to such returns or pursuant to any assessment received by it. (l) All timely authorizations, permits, approvals and consents of Governmental Authorities which may be required in connection with the valid execution and delivery of this Agreement and the other Loan Documents and the carrying out or performance of any of the activities or transactions required or contemplated hereunder or thereunder have been obtained (and remain in full force and effect). (m) All financial statements, information and other financial data furnished by Borrower or any Obligor to Lender in connection with the Agreement (i) were true, correct and complete in all material respects, as of the date of said financial statements, information and other data, (ii) such financial statements present fairly the financial condition of Borrower or any such Obligor at the respective dates thereof and the results of operations and changes in financial position for the periods to which they apply, and (iii) there have been no material adverse changes in the financial condition of Borrower or any such Obligor since the delivery by Borrower or any such Obligor, as the case may be, to Lender of the most recent financial statements. (n) Borrower's and each Obligor's respective assets, at a fair valuation, exceed Borrower's and such Obligor's respective liabilities, as applicable (including, without limitation, contingent liabilities). Borrower anticipates the ability to pay the principal amount of the Note (the "Loan") other amounts due under the Loan Documents as they become due and payable. Each of the Borrower and the Obligors has assets sufficient to carry on its business. (o) Proceeds from the KSI Loan were used only (i) to refinance existing indebtedness, (ii) for working capital, (iii) to pay the fees and expenses required to be paid to or on behalf of Assignor in connection with the KSI Loan, and (iv) other proper corporate purposes. No part of the proceeds of the KSI Loan were used, directly or indirectly, for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, or for the purpose of purchasing or carrying or trading in any stock under such Amendment Documentscircumstances as to involve Borrower in a violation of Regulation U of the Board of Governors of the Federal Reserve System. In particular, without limitation of the foregoing, no part of the proceeds from the KSI Loan were intended to be used to acquire any publicly-held stock of any kind. As used in this subparagraph (o), the terms "margin stock" and "purpose of purchasing or carrying" shall have the meanings assigned to them in the aforesaid Regulation U, and the term "publicly-held," in respect to securities, shall have the meaning assigned to it in Section 220.7(a) of Regulation T of the Board of Governors of the Federal Reserve System. (p) None of Borrower or the Obligors is in violation of or in default under (nor on the Closing Date is there any waiver in effect which, if not in effect, would result in a violation or default under) any provision of Borrower's or such Obligor's articles of incorporation and by-laws or in violation of any law, governmental order, rule or regulation, so as to affect adversely in any material manner its business, assets or financial conditions. (q) All statements, representations and warranties made by Borrower or any Obligor under any other Loan Document or any other agreement, document, certificate or instrument previously furnished or to be furnished by said person to Lender under this Agreement or in connection with the Loan: (i) are and shall be true, correct and complete in all material respects at the time they were made and, in the case of those made prior to the Closing Date, on and as of the Closing Date, (ii) do not and shall not contain any untrue statement of a material fact at the time made, and (iii) do not and shall not omit to state a material fact at the time made necessary in order to make the information contained herein or therein not misleading or incomplete. Each of Borrower and the Obligors understands that all such statements, representations and warranties shall be deemed to have been relied upon by Lender as a material inducement to purchase the KSI Loan and accept the Note. (r) No person is entitled to receive from Borrower or any Obligor any brokerage commission, finder's fee or similar fee or payment in connection with the consummation of the transactions contemplated by such Amendment Documentsthis Agreement. No brokerage or other fee, do not and will not (a) conflict with, violate commission or result in a breach compensation is to be paid by Lender by reason of any provision act, alleged act or omission of Borrower or any Obligor with respect to the transaction contemplated hereby. (s) Neither Borrower nor Calox has knowledge of any of the following: (i)) The material release or threatened release of any hazardous substance, pollutant or contaminant as each such term is presently defined in any applicable environmental laws resulting from any activity by or on behalf of Borrower, Calox or any predecessor in interest to its knowledgethe Collateral, including, without limitation, the generation, handling, storage, treatment, transportation or disposal of any Lawhazardous substance, pollutant or contaminant at any of the past or present business locations and facilities, Borrower or Calox; or (ii) its Organizational DocumentsAny past or future action taken or to be taken by any federal, state, county or municipal Governmental Authority or by any other person under any applicable environmental laws concerning the release of any hazardous substance, pollutant or contaminant into the soil, air, surface or subsurface water or the environment in general from any of the past or present business locations and facilities, Borrower or Calox; or (iii) Any claims or actions brought or which are threatened to be brought by any material agreementPerson against Borrower or Calox for damages occurring at or outside of any of the past or present business locations and facilities of Borrower or Calox resulting from the alleged release or threatened release of any hazardous substance, judgmentpollutant or contaminant by Borrower, licenseCalox or any predecessor in interest, order including, without limitation, claims for health effects to Persons, property damage and/or damage to natural resources. (t) Borrower's address set forth above is the location of Borrower's chief executive office. (u) Borrower does not hold any instrument or permit applicable to or binding upon it, chattel paper connected with any accounts (b) result as such term is defined in the acceleration Uniform Commercial Code). (v) No surety bonds have been issued on behalf of Borrower with respect to any Indebtedness owed by it, contracts or (c) result in or require the creation purchase orders out of any Lien upon any of its assets or properties except as expressly contemplated or permitted which accounts(as such term is defined in the Loan Documents. Except Uniform Commercial Code) have arisen or are expected to arise. (w) Borrower and Calox are the sole owners of the Collateral, as applicable. (x) Each of Borrower Calox has all material permits or approvals required by Governmental Authorities as expressly contemplated in of the Amendment Documents and Closing Date with respect to Borrower, Calox or the Collateral, as applicable. (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part The aggregate amount of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating indebtedness owed to the enforcement Bank of creditors ‘ rights and by general principles Texas as of equitythe date hereof does not exceed $5,575,000.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.. Second amendment to Amended and Restated 972039.1:220661:01602

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower (i) is a corporation duly organized, validly existing and warranties made by Borrower in any Loan Document are true good standing under the laws of the jurisdiction of its formation, (ii) is duly qualified and correct in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has all material respects (without duplication of any materiality qualifier contained therein) requisite power and authority to own or lease and operate its properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) The execution, delivery and performance by Borrower has duly taken all corporate action necessary to authorize of this Agreement, the execution Note and delivery by it of the Amendment Documents each other Loan Document to which it is a party and or is to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is be a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated hereby, are within Borrower's powers, have been duly authorized by such Amendment Documentsall necessary corporate action, and do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law) contravene Borrower's Organizational Documents, (ii) its Organizational Documentsviolate any law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) any material agreement, judgment, license, order conflict with or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itbreach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting Borrower or any of the Mortgaged Properties (cin the case of the Mortgage Loans) or mortgaged properties (in the case of the B Notes) or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of its assets the properties of Borrower. Borrower is not in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or properties except award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is reasonably likely to have a Material Adverse Effect. (c) Except as expressly contemplated already made or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization Authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery delivery, recordation, filing or performance by Borrower of this Agreement, the Note or any other Loan Document to which it is or is to be a party, or for the consummation of any Amendment Document or to consummate any the transactions contemplated hereby, (ii) the grant by Borrower of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Amendment Documents. Collateral Documents (dincluding the first priority nature thereof), or (iv) This Amendment is, and the other Amendment exercise by Lender of its rights under the Loan Documents when duly executed and delivered will be, legal, valid and binding obligations or the remedies in respect of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating the Collateral pursuant to the enforcement Collateral Documents, except for items (iii) and (iv) above for which a blanket UCC-1 Financing Statement and recording of creditors ‘ rights and by general principles the Assignment of equityMortgage is required.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Article V of the Original Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had have been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation representations or warranty was warranties were made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Required Lenders and Administrative Agent, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as on and of such specific date). (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, hereby do not and will not (a) conflict with, violate or result in a breach of any provision of with (i), to its knowledge, ) any Law, (ii) its the Organizational DocumentsDocuments of Borrower, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower in any material respect, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it Borrower of any this Amendment Document or to consummate any transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles of equitygeneral application. (e) The audited annual Consolidated financial statements of Borrower dated as of December 31, 2010 fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no Material Adverse Change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order Borrower, in addition to induce each Lender to enter into this Amendmentall other representations made and warranties given herein, Borrower represents and warrants to Administrative Agent and each Lender thatBank as follows: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had No condemnation or eminent domain proceeding has been made as of the time of the effectiveness hereof (except commenced or, to the extent that such representation or warranty was made as knowledge of a specific dateBorrower, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)threatened against the Property. (b) Borrower has duly taken all corporate action necessary no knowledge of any notices or violations of federal or state law or municipal ordinances, including without limitation any Environmental Laws, or orders or requirements of any governmental body or authority to authorize whose jurisdiction the execution and delivery by it of the Amendment Documents to which it Property is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereundersubject. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyexecution, the performance by it of its obligations under such Amendment Documentsdelivery, and the consummation performance of the transactions contemplated by such Amendment Documentsthis Agreement, do not the Note, and the Security Documents will not (a) conflict with, violate with or result in a breach of the terms or provisions of any provision of (i)existing law, to its knowledge, any Law, (ii) its Organizational Documentsregulation, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itcourt or governmental body or authority, or (c) result in any other document, instrument, or require the creation of any Lien upon any of its assets agreement to which Borrower is a party or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsbound. (d) This Amendment isAgreement, the Note, and the other Amendment Security Documents when duly to which Borrower is a party will be validly executed and delivered by Borrower and will be, constitute the legal, valid valid, and binding obligations of itBorrower, enforceable against it in accordance with their terms except respective terms. (e) There are no actions or proceedings pending or threatened against Borrower, any real property or project owned by ▇▇▇▇▇▇▇▇, the Property, other than such as may arise in the ordinary course of business, which may in any manner whatsoever substantially affect the validity, priority, or enforceability of the Agreement, the Note, or the Security Documents, or the construction, use, occupancy, and operation of the Property or any part thereof. (f) To Borrower’s knowledge, there is no fact which Borrower has not disclosed to Bank in writing which materially adversely affects or, so far as Borrower can now foresee, will materially adversely affect the Property or the ability of Borrower to perform any of its obligations arising under this Agreement. (g) All financial information furnished to Bank by ▇▇▇▇▇▇▇▇, or its representatives with respect to Borrower, in connection with the Loan (i) is complete and correct in all material respects, and (ii) accurately represents the financial condition of Borrower at the date of issuance. Borrower has no material or contingent liability not disclosed to Bank in writing and there is no material lien, claim, charge, or other right of others of any kind (including liens or retained security titles of conditional vendors) or any property of Borrower not disclosed in such enforcement may be limited financial statements or otherwise disclosed to Bank in writing. (h) There has been no Material Adverse Change in the condition, financial or otherwise, of Borrower since the dates of the latest financial statements furnished to Bank by bankruptcyBorrower. Since those dates, insolvency ▇▇▇▇▇▇▇▇ has not entered into any material transaction not disclosed in such financial statements or similar Laws otherwise disclosed to Bank in writing. (i) Borrower currently uses no trade name other than its actual name. For purposes of general application relating this Agreement, ▇▇▇▇▇▇▇▇’s principal place of business is at its address at ▇▇▇ ▇. ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇. (j) Borrower has good and marketable title to the enforcement Property, and the lien of creditors ‘ rights the Deed of Trust shall be a second position lien, subject only to prior liens in favor of Bank, and those liens and encumbrances disclosed by general principles the Title Company to Bank and accepted by Bank. (k) Borrower validly exists, and is in good standing, as a limited liability company in the State of equityDelaware, and has made, and shall continue to make, all governmental filings necessary to maintain such status. The articles of organization and operating agreement for Borrower that have been delivered to Bank are current and accurate, and they shall not be amended in any material way without Bank’s prior written consent. (l) Borrower shall maintain all depository and operating accounts related to the Property with Bank throughout the term of this Agreement. The above representations and warranties and any representations and warranties made by Borrower in Borrower’s application for the Loan or any loan commitment issued by Bank shall survive the making of any Advance hereunder and will be deemed to have been made each time an Advance is made hereunder.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants as of the date hereof and on the First Amendment Effective Date to Administrative the Agent and each Lender that: (a) All Borrower (i) has the power and authority, and the legal right, to make, deliver and perform this Amendment and (ii) has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment; (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by Borrower in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (c) This Amendment (i) has been duly executed and delivered on behalf of Borrower and (ii) constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) The execution, delivery and performance of this Amendment will not result in a violation by Borrower of any Requirement of Law or any Contractual Obligation of Borrower and will not result in, or require, the creation or imposition of any Lien on any of its Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation; (e) After giving effect to the amendments set forth herein, the representations and warranties made by Borrower in any Loan Document Party in or pursuant to the Loan Documents are true and correct accurate as of the date hereof with the same force and effect as if such had been made on and as of the date hereof; (f) Borrower is in compliance in all material respects (without duplication of any materiality qualifier contained therein) on with all terms and as of time of provisions set forth in the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a party, ; (g) The CP Acquisition constitutes a Qualified Investment and is permitted under the performance by it terms of its obligations under such Amendment Documents, the Loan Documents (as amended hereby) and the consummation of First Lien Loan Documents (as the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect same may be amended in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Amendment); and (dh) This Amendment is, No Default or Event of Default has occurred and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender Agent and Lenders to enter into this Amendment, Borrower represents and warrants as of the date on which this Amendment becomes effective to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)hereof. (b) Each Restricted Person is duly authorized to execute and deliver each Loan Document to which it is a party and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents each Loan Document to which it is a party and to authorize the consummation performance of the transactions contemplated thereby obligations of it hereunder and the performance of its obligations thereunder. (c) The execution and delivery by Borrower each Restricted Person of the Amendment Loan Documents to which it is a party, the performance by it each Restricted Person of its obligations under such Amendment Documentshereunder and thereunder, and the consummation of the transactions contemplated by such Amendment Documents, hereby and thereby do not and will not (a) conflict with, violate or result in a breach of with any provision of (i)law, to its knowledgestatute, rule or regulation or of the articles of incorporation and bylaws of any Law, (ii) its Organizational DocumentsRestricted Person, or (iii) of any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) or result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien, charge or encumbrance upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof any Restricted Person. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeduly obtained, no permit, consent, approval, authorization or order of, and no notice to of any court or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the executionexecution and delivery by any Restricted Person of the Loan Documents to which it is a party, delivery or performance by it of any Amendment Document or to consummate any the transactions contemplated by the Amendment Documentshereby and thereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and each Loan Document (as amended or affected by this Amendment) will be, legal, valid be a legal and binding obligations instrument and agreement of iteach Restricted Person that is a party thereto, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or and similar Laws of general application relating laws applying to the enforcement of creditors ‘ creditors' rights generally and by general principles of equityequity applying to creditors' rights generally. (e) The audited quarterly financial statements of Borrower dated as of December 31, 2000 fairly present the financial position at such dates and the statement of operations and the changes in financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 2000, no material adverse change has occurred in the financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, a. Borrower represents and warrants to Administrative Agent and each Lender thatCo‑Lenders as follows: (a1) All representations ▇▇▇▇▇▇▇▇ has not voluntarily transferred, conveyed or assigned its interest in the Project, the Personal Property, the Intangibles or the Leases and warranties made by Deposits other than the liens and security interests in favor of Co‑Lenders, shown in Exhibit J attached; (2) The subject transaction is not intended to hinder or delay any entity to which Borrower in any Loan Document are true is or shall become indebted to; and correct in all material respects (without duplication of any materiality qualifier contained therein) on and Borrower shall not become insolvent as of time a result of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).subject transaction; (b3) ▇▇▇▇▇▇▇▇ sought and received advice of independent legal counsel of its choice in connection with this Agreement and the transactions contemplated herein; (4) The Project and Borrower's use thereof do not violate any applicable covenant, condition or restriction or any applicable statute, ordinance, regulation, order, permit, rule, or agreement or law, including without limitation any building, zoning, hazardous or toxic waste, health or environmental restriction or governmental requirement; (5) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it not received any notice of the Amendment Documents to which it is a party and to authorize existence of any violation of any applicable covenant, condition or restriction or any applicable statute, ordinance, regulation, order, permit, rule or law, including without limitation, any building, zoning or environmental restriction or requirement concerning the consummation use, construction, maintenance, repair, replacement, operation or occupancy of the transactions contemplated thereby and the performance of its obligations thereunder.Project; (c6) The execution and delivery by There are no obligations of Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance Project which will be binding upon Co‑Lenders after Closing except the Leases listed in Exhibit D and leases not listed on Exhibit D but entered into by it Borrower prior to Closing in the ordinary course of any Amendment Document or to consummate any transactions contemplated business and approved in writing by the Amendment Documents.Co‑Lenders; (d7) This Amendment isExcept as disclosed in Exhibit J attached, there are no assessments for public improvements pending or existing or, to Borrower's knowledge after due investigation, threatened with respect to the Project; (8) All persons and entities supplying material, labor or equipment to the Project have been paid or will be paid by Co‑Lenders pursuant to this Agreement; except as disclosed in Exhibit J attached, there are no actual or alleged claims of lien with respect to the Project; and there are no outstanding contracts for any improvements to the Project which have not been fully paid and performed in accordance with the terms thereof or which have not been identified herein; (9) No person or entity is entitled to occupy or use the Project except under the terms of the Leases; (10) The sole general partners in Borrower are ________________, a Washington corporation, _______________ ("____") and __________________ ("_____"). The sole shareholders in ____________ are ____________ and ____________. The sole general partners in ____________ are ____________ and ____________, and the sole limited partners in ____________ are ____________, ____________, and ____________. The sole general partners in the ____________ are ____________ and ____________, and the sole limited partners in ____________ are ____________, ____________ , ____________ and ____________; (11) All Loan proceeds disbursed to Borrower during the term of the Loan have been used to pay the Project costs and expenses for which such funds were disbursed and all revenues from the operation of the Project have been used to pay legitimate Project costs and expenses as required by the Loan Documents; (12) Other than the accounts payable listed in Exhibit I attached, Borrowers are aware of no other Amendment Documents when duly executed creditors which are owed money in connection with the construction, operation or management of the Project other than those listed on Exhibits 1‑2, none of which are being assumed or paid by Co‑Lenders; and (13) All business and delivered will beoccupation taxes, legalsales taxes, valid excise taxes and binding obligations other taxes of itany kind and nature, enforceable against it due and payable in accordance connection with their terms except the construction, operation and management of the Project (other than real property taxes and assessments as such enforcement may be limited shown on Exhibit J attached) have been paid by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity▇▇▇▇▇▇▇▇.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent Lender each of the following with respect to each Loan made hereunder (and each Lender thatthe related Project, Project Company and Collateral) as evidenced by a Loan Schedule, on the Closing Date of such Loan: 6.1. General representation and warranties: (i) each of this Loan Agreement, the Project Agreement, the Site Agreement, the Performance Agreement and the other Transaction Documents (as hereinafter defined) executed by Parent or Project Company in connection with such Loan has been duly authorized, executed and delivered by Parent or Project Company, and constitutes a legal, valid and binding agreement and obligation of each Borrower enforceable according to its terms; (ii) the Note has been duly authorized, executed and delivered by the Parent and each Loan Schedule has been duly authorized, executed and delivered by the applicable Project Company and each constitute a legal, valid and binding agreement and obligation of such Parent or Project Company, as the case may be, enforceable according to its terms; (iii) neither (a) All representations the execution and warranties made delivery of this Loan Agreement, the Project Agreement, the Performance Agreement, ESW Policy (if any) and the Notice relating to such Loan, if any, the Site Agreement, if any, the Finance Documents and any purchase documents with respect to the System relating to such Loan (collectively the “Transaction Documents”) nor (b) the issuance of the Note evidencing such Loans, nor (c) the consummation of the transactions herein contemplated nor the fulfillment of, or compliance with, the terms and provisions hereof, of any other Transaction Document or of the Note, will conflict with, or result in a breach of or violation by Borrower of any law or any of the terms, conditions or provisions of its organizational documents (as amended through the date of each Loan Schedule) of Borrower, or of any bond, debenture, note, mortgage, indenture, or other agreement or instrument to which Borrower is a party or by which it or its properties are bound, or constitute (or with the giving of notice or the passage of time or both will constitute) a default thereunder, or result in the creation or imposition of any lien, charge, security interest or other encumbrance of any nature whatsoever upon the Collateral pursuant to the terms of any such agreement or instrument other than the security interest granted to Lender pursuant to Section 3 of this Loan Agreement and except for the rights of Customer under the Project Agreement; (iv) Parent and Project Company are limited liability companies duly organized and validly existing under the laws of Delaware, with its chief executive office and principal place of business located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2180, San Francisco, CA 94104, and will at all times validly exist and maintain good standing; (v) each Project Agreement for which funding is provided hereunder shall be in a form approved by Lender in its sole discretion; (vi) on such date the applicable Borrower either (a) owns or (b) holds, and will assign to Lender, a perfected, first priority security interest in, the subject Collateral in each case free and clear of all security interests, liens and encumbrances whatsoever, except for Permitted Liens; (vii) Lender will have, upon the giving of value and the filing of appropriate financing statements against Borrower, a duly perfected first priority security interest in all of the Collateral, subject to any Permitted Liens; (viii) the security interests in the Collateral granted to the Lender pursuant hereto and to the Finance Documents: (a) constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest and lien under each applicable Uniform Commercial Code, and (b) are, and, with respect to such subsequently acquired property, will be, as to Collateral perfected under each applicable Uniform Commercial Code, superior and prior to the rights of all third persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise. All action as is necessary has been taken to establish and perfect the Lender’s rights in and to, and the priority of its lien on, the Collateral, including any recording, filing, registration, delivery to the Lender, giving of notice or other similar action. The Security Documents and financing statements relating thereto have been duly filed or recorded in each office and in each jurisdiction where required in order to create and perfect the lien and security interest described above and the priority thereof. The Collateral has not suffered any loss, substantial damage, destruction, attachment, levy, garnishment, taking or commencement of any proceeding there against, or which could result in any attachment, levy garnishment or taking. (ix) no other security interest has been or will be granted by Borrower with respect to the Collateral and the income and proceeds therefrom; (x) the Project Agreement related to such Loan, the Site Agreement and the Performance Agreement are genuine, legal and valid, have been duly authorized, executed and delivered by Customer and/or Servicer, as the case may be, and constitute a legal, valid and binding agreement and obligation of Customer or Servicer, as the case may be, enforceable according to its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity; (xi) the copies of the Project Agreement in respect of such Loan, the Site Agreement, the Performance Agreement and each other Transaction Document in respect of such Loan Document delivered by Borrower to Lender on or prior to the date of such Loan are true and correct copies of such documents, each of which is in full force and effect and has not been amended, modified or terminated in any respect through the date hereof; (xii) all financial information and statements and all other documents, certificates or other writings delivered pursuant hereto, including, without limitation all data reports with respect to the applicable Project and exposure limits, do not contain any untrue statement of a material respects (without duplication of fact or omit to state any materiality qualifier contained therein) on and as of time material fact necessary to make the statements therein not misleading in light of the effectiveness hereof circumstances under which they were made. With respect to the forecasts, estimates, pro forma information, projections and statements as if such representations to anticipated future performance or conditions, and warranties had been made the assumptions on which they were based, Borrower warrants that as of the time of date made (a) such forecasts, estimates, pro forma information, projections and statements were based on good faith assumptions made at the effectiveness hereof time, and (except b) such assumptions were believed to the extent be reasonable; it being understood and agreed that such representation forecasts, estimates, pro forma information, projections and statements, and the assumptions on which they are based, may or warranty was made as of a specific date, in which case such representation or warranty shall may not prove to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)correct. (xiii) there is no payment under the applicable Project Agreement or Performance Agreement which is past due as of the Closing Date for such Loan pursuant to the terms of the Project Agreement or the Performance Agreement, as the case may be, nor have there been any payments made in advance on account of the payments due under the Project Agreement or the Performance Agreement, and to the best of Borrower’s knowledge, Customer is not in default under any of its obligations under the Project Agreement and Servicer is not in default under any of its obligations under the Performance Agreement; (xiv) each System has been delivered to and accepted by Customer, except with respect to Interim Funding Loans, which Project Company reasonably expects shall be accepted by Customer on or prior to the expiration of the Interim Funding Period; (xv) Customer has not notified Borrower and Borrower has no reason to believe that (a) Project Company is in default under any of its obligations under the Project Agreement, or (b) any item of System is not functioning properly, or (c) Customer intends not to pay any amount which is due or which will become due, or will not satisfy any obligation required to be performed by it, under the Project Agreement, and which in the case of (a) or (b) above, could reasonably be expected to materially and adversely affect the Saved Energy Commitment Payments, the value of the Collateral or the business or financial condition of Borrower, or give rise to a right of Customer to terminate all or a portion of the Project Agreement; (xvi) Servicer has not notified either Borrower and Borrower has no reason to believe, that (a) Borrower is in default under any of its obligations under the Performance Agreement, or (b) Servicer intends not to pay any amount which is due or which will become due, or will not satisfy any obligation required to be performed by it, under the Performance Agreement; (xvii) there are no setoffs, counterclaims, or defenses on the part of Customer to pay any amounts due under the Project Agreement for such Loan or on the part of Servicer to pay any amounts due under the Performance Agreement; (xviii) the Saved Energy Commitment Payments and other payments due under the Project Agreement for such Loan and/or the ESW Policy (if any) or Performance Agreement are sufficient to pay the scheduled installments of principal of and interest on such Loan as such installments come due on a non-accelerated basis; (xix) the Early Termination Fees based on the projections of Actual Saved Energy set forth in the Project Agreement, and other payments due under the Project Agreement for such Loan and/or the ESW Policy (if any) or Performance Agreement are sufficient to pay the full amount of principal of and interest on such Loan upon a termination event as contemplated by the Project Agreement; (xx) there is no litigation or governmental proceeding pending or, to Parent or Project Company’s knowledge, threatened against Parent or Project Company or any Collateral which could reasonably be expected to materially and adversely affect the Saved Energy Commitment Payments, the value of the Collateral or the business or financial condition of Borrower; (xxi) Borrower has duly taken all corporate action necessary requisite permissions, licenses, registrations and permits required to authorize conduct its business under the execution and delivery by it laws of the Amendment United States and any state or foreign country in which they conduct business. The foregoing constitute all of the authorizations required by any Entity for the operation of Borrower’s business now or hereafter conducted, and all have such authorizations have been validly issued and are in full force and effect. To the best knowledge of Parent or Project Company, no event has occurred which could cause a revocation or termination of any such authorization or which could cause a Material Adverse Effect on the Collateral relating to such Loan or business of Borrower; (xxii) the remaining term of, and the Saved Energy Commitment Payments remaining due under the Addendum are fully and accurately set forth on the applicable Loan Schedule. 6.2. Representations and warranties as to each Project Company owning a Project for which a Loan is being made on the Closing Date: (i) Project Company is a single purpose entity, formed for the sole purpose of constructing, developing, owning, operating and maintaining Projects and Project assets. Project Company shall not trade, carry on any business or own any assets, nor incur any liabilities except for any liabilities under the Transaction Documents to which it is a party and Project Costs in the ordinary course of business and pursuant to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderapplicable law. (cii) The execution shares or membership interests of Project Company have been duly and delivery by Borrower validly authorized and issued, are fully paid non-assessable and, is not subject to any option to purchase or similar rights or convertible into or exchangeable for, any Beneficial Interests in Project Company. The constitutional documents of the Amendment Project Company do not restrict or inhibit any transfer of such Beneficial Interests and the Parent is the sole owner of the Beneficial Interests of the Project Company free and clear or any lien (except for Permitted Liens). (iii) Project Company (a) does not have any Indebtedness, and (b) has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a lien, in each case except as may be created hereunder. (iv) Project Company has good, valid and marketable title to, or valid leases or licenses of, all properties and required to conduct its business and all the Project assets necessary to operate the Project, except where the failure to have such title or leases or licenses would not reasonably be expected to result in, a Material Adverse Effect. (v) Project Company does not trade, carry on any business, own any assets, nor has it incurred any liabilities except for: (a) the provision of Services under the Project Agreement and obligations under the Performance Agreement; (b) any liabilities under the Transaction Documents to which it is a partyparty and the relevant operating expenses in the ordinary course of business; and (c) any liabilities under and in respect of finance documents evidencing any Loans. (vi) The execution, the delivery and performance by it the Project Company of its obligations under such Amendment Documents, a Loan Schedule hereto and the consummation of the transactions contemplated by such Amendment Documents, other Finance Documents to which it is a party do not and will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any lien (other than Permitted Liens) in respect of any property of the Project Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents of the Project Company, or any other agreement or instrument to which the Project Company is bound or by which the Borrower or any of its properties may be bound or affected, (b) conflict with, violate with or result in a breach of any provision of (i)the terms, to its knowledge, conditions or provisions of any Law, (ii) its Organizational Documents, or (iii) any material agreementorder, judgment, licensedecree, order or permit ruling of any court, arbitrator or Governmental Authority applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, Project Company or (c) result in or require the creation violate any provision of any Lien upon statute or other rule or regulation of any Governmental Authority applicable to the Project Company. (vii) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Parent, threatened against or affecting Project Company or any of its assets property or properties except any Project assets, in any court or before any arbitrator of any kind or before or by any Governmental Authority, except, such actions, suits, investigations or proceedings as expressly contemplated could not, individually or permitted in the Loan Documents. Except aggregate, reasonably be expected to have a Material Adverse Effect. (viii) Project Company is not (a) in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (b) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (ix) The Parent has no subsidiaries other than the Project Companies and other subsidiaries that develop, own and operate Projects. (x) Project Company is solvent and able to pay its debts as expressly contemplated in they mature and shall not be rendered insolvent, undercapitalized or unable to pay maturing debts as a result of the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it disbursement of any Amendment Document Loan proceeds. Project Company is not subject to any bankruptcy, reorganization, arrangement, insolvency or other similar proceedings All representations and warranties set forth in this Section 6 to consummate the effect that any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, agreement is a legal, valid and binding obligations of it, instrument enforceable against it in accordance with their its terms except are subject, as such enforcement may be limited to the enforceability of remedies, to limitations imposed by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws of general application laws relating to or affecting the enforcement of creditors ‘ creditors’ rights and by general principles of equitygenerally.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender the Lenders that, as of the date hereof: (ai) All representations it has all requisite power and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except authority to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party enter into this Agreement and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of carry out its obligations under such Amendment Documentsthis Agreement; the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by such Amendment Documentsthis Agreement have been duly authorized by all necessary action on the part of Borrower; this Agreement has been duly executed and delivered by it and is the valid and binding obligation of Borrower, do not and enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors’ rights; (ii) neither the execution nor delivery of this Agreement nor the performance by Borrower of its obligations under this Agreement, nor the consummation of the transactions contemplated by this Agreement, will not (a) conflict with any of the Borrower’s organizational documents of Borrower; (b) conflict with, violate or result in a breach of, or constitute a default (or an event which would, with the passage of any provision time or the giving of (i)notice or both, constitute a default) under, or give rise to its knowledgea right to terminate, amend, modify, abandon or accelerate, any Lawcontract, agreement, promissory note, lease, indenture, instrument or license to which Borrower is a party or by which Borrower’s assets or properties may be bound or affected; (iic) its Organizational Documentsviolate or conflict with and federal, state or (iii) any material agreementlocal law, statute, ordinance, rule, regulation, order, judgment, licensedecree or arbitration award which is either applicable to, order or permit applicable to or binding upon it, or enforceable against Borrower; (b) result in the acceleration of any Indebtedness owed by it, or (cd) result in or require the creation or imposition of any Lien liens, security interests, options or other charges or encumbrances (“Liens”) upon any of its assets or properties except as expressly contemplated with respect to the Collateral other than the Liens created hereby; or permitted in (e) require the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, order or authorization or order of, and no notice to or the registration, declaration or filing with, any Governmental Authority federal, state or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.local government entity; and (diii) This Amendment isit is the legal and beneficial owner of, and has good and marketable title to (and full right and authority to assign), the other Amendment Documents when duly executed Collateral, free and delivered will beclear of all liens, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating subject to the enforcement of creditors ‘ rights and by general principles of equityPermitted Encumbrances.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent that as of the date hereof and as of the date of execution of each Lender that: Note: (a) All representations the address stated above is the chief place of business and warranties made by chief executive office of Borrower, Borrower’s full and accurate legal name is as stated above and the information describing Borrower in any Loan Document are true and correct set forth under Borrower’s signature below is accurate in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). respects; (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby either (i) an individual and the performance sole proprietor of its obligations thereunder. (c) The execution business which is located at the address set forth above and delivery by Borrower of doing business only under the Amendment Documents to which it is a partynames disclosed herein, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) a limited liability company or corporation duly organized and validly existing in good standing under the laws of the state of its Organizational Documentsorganization or incorporation, or (iii) any material agreementa general or limited partnership organized under the laws of the state of its principal place of business set forth in this Agreement and the individual general partner executing this Agreement has the full authority to represent, judgment, license, order or permit applicable to or binding upon it, (b) result sign for and bind Borrower in the acceleration of any Indebtedness owed by it, or all respects; (c) the execution, delivery and performance of this Agreement, each Note, each Collateral Schedule and all related instruments and documents (i) have been duly authorized by all necessary action on the part of Borrower, (ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Borrower except such as have been duly obtained, and (iii) do not contravene any law, governmental rule, regulation or order binding on or applicable to Borrower, or contravene the operating agreement, charter or by-laws of Borrower, or constitute a default under, or result in or require the creation of any Lien lien or encumbrance upon the property of Borrower under, any of indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its assets or properties except as expressly contemplated or permitted in property is bound; (d) the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, entered into constitute legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their terms except terms; (e) there are no actions or proceedings to which Borrower is a party, and there are no threatened actions or proceedings of which Borrower has knowledge, before any governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Borrower or the ability of Borrower to perform its obligations hereunder; (f) Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any agreement which, either individually or in the aggregate, would adversely affect the financial condition of Borrower or the ability of Borrower to perform its obligations hereunder; (g) the financial statements of Borrower (copies of which have been furnished to KEF) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by such enforcement may be limited by bankruptcystatements, insolvency and since the date of such statements there has been no material adverse change in such conditions or similar Laws operations, (h) the Equipment is, and shall at all times remain, fully removable personal property notwithstanding any affixation or attachment to real property or improvements, (i) Borrower is, and will continue to be, the sole owner of general application relating the Collateral and shall at all times keep the Collateral free and clear from all liens and encumbrances of any kind or nature other than those created by, through or under KEF, (j) it has good, valid and marketable title to the enforcement of creditors ‘ rights Collateral, (k) the security interest in the Collateral granted to KEF hereunder, when properly perfected by filing, shall constitute a valid and by general principles of equityperfected first priority security interest in the Collateral; (l) the loan is for commercial and business purposes and the Collateral will be used solely for such purposes and not for personal, family, or household purposes and (m) the Collateral is not subject to, and Borrower will not grant or permit to exist, any liens or claims on or against the Collateral whether senior, superior, junior, subordinate or equal to the security interest granted to KEF hereby, or otherwise.

Representations and Warranties of Borrower. In order a. The execution, delivery and performance by each Borrower of this Amendment has been duly authorized by all necessary corporate action and this Amendment is a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforcement thereof may be subject to induce each Lender to enter into this Amendment(i) the effect of any applicable bankruptcy, Borrower represents insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and warrants to Administrative Agent and each Lender that:(ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (a) All b. Each of the representations and warranties made by Borrower contained in any Loan Document are the Credit Agreement and the Security Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had been made as of on the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as representations and warranties expressly relate to an earlier date; and c. Neither the execution, delivery and performance of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) this Amendment by each Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize nor the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyhereby does or shall contravene, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of of, or violate (i) any provision of (i), to its knowledge, any Lawsuch Borrower's certificate or articles of incorporation or bylaws, (iiiii) its Organizational Documentsany law or regulation, or any order or decree of any court or government instrumentality, or (iii) any material agreementindenture, judgmentmortgage, licensedeed of trust, order lease, agreement or permit applicable other instrument to which such Borrower or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets Subsidiaries is a party or properties by which such Borrower or any of its Subsidiaries or any of their property is bound, except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) any such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating case to the enforcement extent such conflict or breach has been waived by a written waiver document, a copy of creditors ‘ rights and by general principles of equitywhich has been delivered to Agent on or before the date hereof.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that, as of the date hereof: (a) All representations Borrower has the right and warranties made power and is duly authorized to enter into this Amendment and all other agreements executed in connection herewith; (b) No Event of Default (other than the Existing Event of Default) or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is continuing; (c) The execution, delivery and performance by Borrower of this Amendment and the other agreements to which Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the terms of its Certificate of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which Borrower is a party, or which purports to be binding on Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any of Borrower’s properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which Borrower is a party or which purports to be binding on Borrower or any of its properties; (d) No consent, license, registration or approval of any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and the other agreements executed by Borrower in any connection herewith; (e) This Amendment and the other agreements executed by Borrower in connection herewith have been duly executed and delivered by Borrower and are enforceable against Borrower in accordance with their terms; and (f) All information, reports and other papers and data heretofore furnished to Agent by Borrower in connection with this Amendment, the Loan Document Agreement and Other Agreements are true accurate and correct in all material respects (without duplication of any materiality qualifier contained therein) on and complete insofar as of time may be necessary to give Agent true and accurate knowledge of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) subject matter thereof. Borrower has duly taken all corporate action necessary disclosed to authorize the execution and delivery by it Agent every fact of the Amendment Documents to which it is a party aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition of Borrower or the ability of Borrower to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of perform its obligations under such Amendment Documentsthis Amendment, and the consummation Loan Agreement or under any of the transactions contemplated Other Agreements. None of the information furnished to Agent by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach on behalf of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) Borrower contained any material agreement, judgment, license, order misstatement of fact or permit applicable omitted to state a material fact or binding upon it, (b) result in any fact necessary to make the acceleration of any Indebtedness owed by it, statements contained herein or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentstherein not materially misleading. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order (a) Borrower hereby represents and warrants that: (i) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to induce each Lender do business and is in good standing wherever the nature of the business conducted by Borrower makes such qualification necessary. (ii) Borrower has the corporate power and authority to own its property and to conduct its business and holds such licenses and certificates as may be applicable and required for the conduct of its business; and Borrower has the corporate power and authority to enter into this AmendmentAgreement and to consummate all transactions contemplated in this Agreement. (iii) This Agreement and the Transaction Documents constitute valid, continuing, legal and binding obligations of Borrower and are enforceable against Borrower in accordance with their terms, subject however, to creditors’ rights generally. (iv) The making of this Agreement has been duly authorized by all necessary corporate action on the part of Borrower, including Board of Directors approval, does not require the approval of, or the giving of notice to, any other entity or third person; and will not violate any provision of law or of Borrower’s Articles of Incorporation or Bylaws, or result in the breach of, constitute a default under, contravene any provision of, or result in the creation of any lien, charge, encumbrance or security interest upon any property or assets of Borrower. (v) The individuals executing this Agreement on behalf of Borrower are duly authorized officers of Borrower and are authorized to execute this Agreement and to take any and all other actions contemplated or required by this Agreement. (vi) There are no suits or proceedings pending or, to the knowledge of Borrower, threatened in any court or before any regulatory commission, board or other administrative or governmental agency against Borrower, which if adversely determined would have a material adverse effect on the financial condition of Borrower or the business of Borrower or which if determined adversely to the Borrower would result in the inability of Borrower to perform this Agreement. (vii) The Financing Statement constitutes a valid and enforceable security interest in the Collateral described therein. (ix) There are no mortgages, pledges, security interests, liens, charges, leases, encumbrances or claims on or with respect to the System, or any part thereof, or any title interest therein or any proceeds thereof, which have a priority superior to the lien and priority positions of the Lender’s security interest. (x) As of the date of this Agreement, Borrower represents and warrants to Administrative Agent and each Lender that:is not insolvent as defined by the United States Bankruptcy Code, the Delaware Fraudulent Conveyances Act, by the insolvency provisions of the Delaware Business Corporation Law or by law or usage of any court of law or equity of the State of Delaware. (axi) All representations As of the date of this Agreement, Borrower has complied with all the terms and warranties made by Borrower in conditions of this Agreement. (xii) The execution, delivery and performance of this Agreement and the Transaction Documents will not violate any Loan Document are true and correct in all material respects (without duplication provisions of any materiality qualifier contained thereinindenture, agreement, or other instrument to which Borrower or any of Borrower’ s properties or assets are bound, and will not be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) on and as a default under any such indenture, agreement, or other instrument, or result in the creation or imposition of time any lien, charge, or encumbrance of any nature whatsoever upon any of the effectiveness hereof as if such representations properties or assets of Borrower. (xiii) No authorization, consent, approval, license or exemption of, and warranties had been made no registration, qualification, designation, declaration or filing with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign is necessary to the valid execution and delivery of this Agreement, the Transaction Documents or any other documents evidencing or relating to the Note. (xiv) The most recent financial statements of Borrower delivered to the Lender represent fairly its financial position as of the time date thereof; and the results of its operations for the period indicated; and show all known liabilities, direct or contingent, of Borrower as of the effectiveness hereof date thereof. Since the date of such financial statements, there has been no material adverse change in the condition, financial or otherwise, of Borrower or in the business and properties of Borrower and, since such date, Borrower has not incurred, other than in the ordinary course of business, any indebtedness, liabilities, obligations or commitments, contingent or otherwise. (except xv) Neither this Agreement nor any other document, statement, financial statement, or certificate furnished to Lender by or on behalf of Borrower in connection herewith, contains an untrue statement of a material fact with respect to the extent that such representation financial condition or warranty was made properties of Borrower or omits to state a material fact necessary to make the statements contained therein not misleading or, insofar as Borrower can now foresee, may in the future materially adversely affect the financial condition or properties of Borrower which has not been set forth in this Agreement or in a specific datedocument, statement, financial statement or certificate furnished to Lender in connection herewith. (xvi) The Borrower is in compliance with all laws, rules, regulations, judgments, decrees, orders, agreements and requirements which case such representation affect in any material way the Borrower, its assets or warranty shall be true the operation of its business and correct in all material respects (without duplication has not received, and has no knowledge of, any order or notice of any materiality qualifier contained therein) as governmental investigation or of such specific date)any violation or claim of violation of any law, regulation, judgment, decree, order, agreement, or other governmental requirement. The Borrower is not in default under any term of any indenture, contract, lease, agreement, instrument or other commitment to which any of them is a party or by which any of them is bound. The Borrower knows of no dispute regarding any indenture, contract, lease, agreement, instrument or other commitment which could reasonably be expected to have a material adverse effect on the Borrower’s financial condition. (b) Borrower has duly taken all corporate action necessary to authorize hereby confirms, represents and warrants that the execution representations and delivery by it warranties set out in the Transaction Documents are true and correct as of the Amendment Documents to which it is date of this Agreement, or that, in case any such condition exists, such condition (alone or in the aggregate) will not have a party and to authorize material adverse effect on the consummation Borrower, its revenues, the Collateral or the proceeds of the transactions contemplated thereby and the performance of its obligations thereunderCollateral. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations If Borrower is a corporation, Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as state of its incorporation; if such representations a partnership, Borrower is duly organized and warranties had been made as validly existing under the partnership agreement and the applicable laws of the time state in which the partnership is formed or exists or if a limited liability company, Borrower is duly organized and validly existing under the operating agreement and the applicable laws of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, state in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).the limited liability company is formed; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the execution legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, partners or members, as the transactions contemplated thereby case may be, shall be its valid and the performance of its binding obligations thereunder.legally enforceable in accordance with their terms; (c) The execution execution, delivery and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended December 31, legal1999, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order Borrower represents, warrants and covenants to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatLenders as of the Signing Date as follows: (a) All i. The Borrower Documents and the Operations Documents have been duly executed and delivered by the Borrower and each applicable Loan Party and constitute legal, valid and binding obligations of the applicable Loan Party, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors’ rights or by general principal of equity. ii. Except as set forth on the Amended Schedules, the representations and warranties made by Borrower contained in any the Loan Document Documents are true and correct in all material respects (without any duplication of any materiality qualifier contained thereinmateriality) on and as of time of the effectiveness hereof as if such made on the Signing Date, other than those representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific specified date, in which case such representation or warranty shall be have been true and correct in all material respects (without any duplication of any materiality qualifier contained thereinmateriality) as of such specific specified date). (b) Borrower has duly taken all corporate action necessary iii. Assuming the effectiveness of this Amendment No. 1 and subject to authorize the execution and delivery by it disclosures set forth on Schedule 6.2, there exists no Default or Event of Default under the Loan Agreement as of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby Effective Date and the performance of its obligations thereunderSigning Date. (c) iv. The execution execution, delivery and delivery performance by Borrower of the this Amendment Documents to which it is a partyNo. 1, the performance by it of its obligations under such Amendment DocumentsBorrower Documents and the Operations Documents and any other agreements or instruments required hereunder (x) have been duly authorized, and the consummation are not in conflict with nor constitute a breach of the transactions contemplated by any provision of such Amendment Documents, Loan Party’s organizational documents (y) do not and (1) require any authorization, consent or approval by any Governmental Authority, in each case other than has already been obtained or given will not have been obtained or given prior to the time when required, (a2) conflict with, violate with or result in a breach of any provision material law or any material regulation, order, writ, injunction or decree of (i), to its knowledge, any Law, (ii) its Organizational Documentscourt or Governmental Authority or of any organizational documents, or (iii3) require the approval, authorization or consent of any trustee or holder of any indebtedness or obligation of any Loan Party under any material agreement, judgmentcontract, license, order lease or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency license or similar Laws of general application relating document or instrument to the enforcement of creditors ‘ rights and which any Loan Party is a party or by general principles of equitywhich any Loan Party is bound.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations If Borrower is a corporation, Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as state of its incorporation; if such representations a partnership, Borrower is duly organized and warranties had been made as validly existing under the partnership agreement and the applicable laws of the time state in which the partnership is formed or exists or if a limited liability company, Borrower is duly organized and validly existing under the operating agreement and the applicable laws of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, state in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).the limited liability company is formed; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary, except where the execution failure to be so qualified would not have a material adverse effect on Borrower; it has the legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, partners or members, as the transactions contemplated thereby case may be, shall be its valid and the performance binding obligations legally enforceable in accordance with their terms, except as such enforceability may be limited by general principles of its obligations thereunder.equity and bankruptcy, insolvency, reorganization and moratorium and other similar laws relating to creditors' rights; (c) The execution execution, delivery and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended March 31, legal2002, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and ------------------------------------------ warrants to Administrative Agent and each Lender that, as of the date hereof: (a) All representations Borrower has the right and warranties made power and is duly authorized to enter into this Agreement and all other agreements executed in connection herewith; (b) No Event of Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is continuing; (c) The execution, delivery and performance by Borrower of this Amendment and the other agreements to which Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the terms of its Articles of Certificate of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which Borrower is a party, or which purports to be binding on Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any of Borrower's properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which Borrower is a party or which purports to be binding on Borrower or any of its properties; (d) No consent, license, registration or approval of any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and the other agreements executed by Borrower in any connection herewith; (e) This Amendment and the other agreements executed by Borrower in connection herewith have been duly executed and delivered by Borrower and are enforceable against Borrower in accordance with their terms; and (f) All information, reports and other papers and data heretofore furnished to Agents by Borrower in connection with this Agreement, the Loan Document Agreement and Other Agreements are true accurate and correct in all material respects (without duplication of any materiality qualifier contained therein) on and complete insofar as of time may be necessary to give Agents true and accurate knowledge of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) subject matter thereof. Borrower has duly taken all corporate action necessary disclosed to authorize the execution and delivery by it Agents every fact of the Amendment Documents to which it is a party aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition of Borrower or the ability of Borrower to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of perform its obligations under such Amendment Documentsthis Amendment, and the consummation Loan Agreement or under any of the transactions contemplated Other Agreements. None of the information furnished to Agents by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach on behalf of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) Borrower contained any material agreement, judgment, license, order misstatement of fact or permit applicable omitted to state a material fact or binding upon it, (b) result in any fact necessary to make the acceleration of any Indebtedness owed by it, statements contained herein or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentstherein not materially misleading. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatLenders that on the Closing Date and the date of the making of any Loan: (a) All representations Borrower (i) is duly organized, validly existing and warranties made by Borrower in any Loan Document are true good standing under the Laws of the jurisdiction of its organization, (ii) is duly qualified and correct in good standing in each other jurisdiction in which the conduct of its business requires it to so qualify or be licensed and where, in each case, failure so to qualify and be in good standing could reasonably be expected to have a Material Adverse Effect and (iii) has all material respects requisite company (without duplication of any materiality qualifier contained thereinstatutory trust) power and authority to own or lease and operate its properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize closed-end management investment company registered as such under the consummation of the transactions contemplated thereby and the performance of its obligations thereunderInvestment Company Act. (c) The execution execution, delivery and delivery performance by Borrower of this Agreement and the Amendment other Facility Documents to which it Borrower is a party, the performance by it grant of its obligations under such Amendment Documents, the security interest with respect to the Collateral and the consummation of the transactions contemplated under the Facility Documents (including the making of the Loans by such Amendment Documentsthe Lenders, the application of the proceeds and repayment thereof by Borrower, and any exercise by any Lender Party of their rights and remedies with respect to the Collateral) are within its company (statutory trust) powers, have been duly authorized by all necessary company action, and do not and will not (ai) conflict with, violate contravene Borrower’s Organization Documents or result in a breach of any provision of (i), to its knowledge, any LawInvestment Policies, (ii) contravene any material contractual restriction binding on it or require any consent under any agreement or instrument to which it or any of its Organizational DocumentsAffiliates is a party or by which any of its properties or assets is bound, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien Liens upon the Collateral other than Permitted Liens, or (iv) violate in any of its assets material respect any Law (including, but not limited to, the Securities Act, the Exchange Act and the Investment Company Act) or properties except as expressly contemplated writ, judgment, injunction, determination or permitted award. (d) Except for any filings specifically provided for in the Loan Documents. Except Pledge Agreement, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption or waiver by, any Governmental Authority or any other third party (x) as expressly contemplated in the Amendment Documents and (y) such except as have been obtained or made and are in full force and effect), is required to its knowledgeauthorize, no permit, consent, approval, authorization or order of, and no notice to or filing is required in connection with, any Governmental Authority or third party is required on the part of or in its respect in connection with (i) the execution, delivery or and performance by it Borrower of any Amendment Facility Document or to consummate (ii) the legality, validity, binding effect or enforceability of any transactions contemplated by the Amendment DocumentsFacility Document. (de) Borrower is in compliance with the requirements of all Laws, orders, writs, injunctions and decrees applicable to it or to its properties, and all of the terms of any applicable licenses and permits issued by any Governmental Authority, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, (ii) exemptive relief has been obtained therefrom and remains in effect or (iii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, Borrower is in compliance with the Investment Company Act in all material respects except where exemptive relief has been obtained therefrom and remains in effect. Borrower is in compliance in all material respects with all of its Investment Policies. Borrower is not subject to any applicable Law (other than the Investment Company Act) which limits its ability to incur Debt under this Agreement. Borrower has not entered into any agreement with any Governmental Authority limiting its ability to incur Debt under this Agreement. (f) This Amendment is, Agreement and the other Amendment Facility Documents when duly executed to which Borrower is a party are and delivered will be, be legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency or similar applicable Debtor Relief Laws of general application relating to the enforcement of creditors ‘ rights and by general equitable principles (whether enforcement is sought by proceedings in equity or law). (g) To the actual knowledge of a Responsible Officer of Borrower, unless otherwise disclosed in writing to Administrative Agent and the Lenders, no Default or Event of Default has occurred. (h) [Reserved]. (i) There are no actions, suits, proceedings, claims or investigations pending or, to the knowledge of a Responsible Officer of Borrower, after reasonable inquiry, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or against any of their properties or revenues that (i) are reasonably likely to have a Material Adverse Effect or (ii) purport to affect the legality, validity or enforceability of this Agreement, the Pledge Agreement, any other Facility Document, or that involve a substantial likelihood of prohibiting, restricting, delaying or otherwise materially affecting the performance of any of the Facility Documents or the making of the Loans. (j) Borrower has not taken any actions under the Facility Documents, and no part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that is a violation of Regulation U. (k) All material Tax returns and reports of Borrower required to be filed have been timely filed (taking into account applicable extensions), and all material Taxes shown on such Tax returns to be due and payable by Borrower and all material assessments, fees and other governmental charges upon Borrower and upon its properties, assets, income, businesses and franchises which are due and payable by Borrower have been paid when due and payable, except for any Tax that is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) adequate reserves or other appropriate provisions, as shall be required in conformity with GAAP, shall have been made or provided therefor, and (ii) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to subordinate the Lien securing such Tax or claim and Administrative Agent reasonably determines, based on advice of counsel, that the existence of such Lien will not materially adversely affect the exercise of remedies by Collateral Agent or any Lender in a manner contemplated under the Facility Documents. Borrower has not received a written proposed Tax assessment or written proposed adjustment against Borrower, or any person with which Borrower files a consolidated, combined, unitary or similar group Tax return that would, if made, have a Material Adverse Effect. Borrower is not party to any Tax sharing agreement. (i) The present fair value of Borrower’s assets exceeds the total amount of Borrower’s liabilities (including contingent liabilities), (ii) Borrower has capital and assets sufficient to carry on its business, (iii) Borrower is not engaged and is not about to engage in a business or a transaction for which its remaining assets are unreasonably small in relation to such business or transaction and (iv) Borrower does not intend to incur or believe that it will incur Debts beyond its ability to pay as they become due. Borrower will not be rendered insolvent by the execution, delivery and performance of the Facility Documents or by the consummation of the transactions contemplated under this Agreement. (m) With respect to each Share held in the Collateral Account, (i) Borrower does not know or have reason to know that such Share has not been duly authorized and validly issued or is not fully paid and non-assessable (or the substantive equivalent for the equity interests issued by limited partnerships and limited liability companies), (ii) is not subject to any Transfer Restrictions, (iii) is not certificated and does not require the removal of any legends or other similar types of restrictions on such Shares, any opinions from any Issuer’s counsel, or the removal of any “stop transfer order” prior to the sale of such Share, and (iv) is not subject to any shareholders agreement, investor rights agreements, lock up agreement, or any other similar agreements or any voting or other contractual restrictions. With respect to each Share held in the Collateral Account, such Share either (x) is not, and in the hands of Borrower has not been, a “restricted security” (within the meaning of Rule 144(a)(3)) or (y) was acquired by Borrower from the relevant Issuer or an affiliate of such Issuer, for which Borrower made payment of the full purchase price (within the meaning of Rule 144(d)(1)(iii)) and on which Borrower took full risk of economic loss, at least six months prior to the date such Share is transferred into the Collateral Account and such Share is freely saleable under Rule 144. (n) The Loans are made with full recourse to Borrower and constitute direct, general, unconditional and unsubordinated Debt of Borrower. Each Loan is entered into by Borrower in good faith and at arm’s length and is a bona fide loan. Such Loan is not entered into with an expectation that Borrower would default in its obligations thereunder. The Lien created under the Collateral Documents (including the pledge of the Pledged Shares) is a bona fide pledge to secure Borrower’s obligations under the Facility Documents. Such Collateral Documents are not entered into by Borrower with the intent of facilitating a disposition of the Shares subject to such Collateral Documents. (o) All factual information (including, from time to time, all supplements thereto), taken as a whole, provided with respect to Borrower and its Affiliates by or on behalf of Borrower to any Agent or Lender in connection with the negotiation, execution and delivery of this Agreement and the other Facility Documents or the transactions contemplated hereby and thereby including, but not limited to, any financial statements of Borrower provided to any Agent or Lender did not (or will not), when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the time and circumstances under which such statements were made. (p) As of the date any Share is transferred to the Collateral Account, neither Borrower nor the Investment Advisor is in possession of, nor is Borrower entering into the Facility Documents or the transactions contemplated hereby on the basis of, any material Non-public Information in respect of such Shares or the Issuer (or any Affiliate or Subsidiary of the Issuer) of such Shares, and no information provided by or on behalf of Borrower to Administrative Agent or Lender in connection with the Facility constitute material Non-public Information with respect to any Issuer of any Shares for purposes of United States federal and state securities law or Canadian federal or provincial securities laws. (q) All licenses, permits, approvals, concessions or other authorizations necessary to the conduct of the business of Borrower and the Investment Advisor have been duly obtained and are in full force and effect, except where the failure to obtain and maintain any of the foregoing could not reasonably be expected to result in a Material Adverse Effect. (r) Borrower is not a Benefit Plan and Borrower has no liability, including contingent or potential liability, with respect to any Benefit Plans which it or any entity with which it is treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code has or has ever had within the last six years maintained, sponsored or contributed (or to which any of them has or has ever had in the last six years and obligation to contribute to). (s) All financial statements concerning Borrower which have been or will hereafter be furnished by Borrower to Administrative Agent pursuant hereto have been or will be prepared in all material respects in accordance with GAAP (except as disclosed therein, consistently applied) (it being acknowledged that quarterly or semi-annual financial statements are subject to normal year-end adjustments and the absence of footnotes) and do or will present fairly, in all material respects, the financial condition of the Person(s) covered thereby as at the dates thereof and the results of their operations for the periods then ended. (t) Borrower has no Subsidiaries. (i) Neither Borrower, nor, to the knowledge of Borrower, any director or officer thereof, is an individual or entity currently subject to any Sanctions and (ii) no part of the proceeds of the Loans will be used to the actual knowledge of Borrower, directly or indirectly, for any payment to any governmental officer or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the Foreign Corrupt Practices Act of 1977, as amended. (v) Borrower has policies, procedures and internal controls reasonably designed to ensure compliance with the economic sanctions and trade embargo regulations promulgated by OFAC. (w) Borrower understands that upon the occurrence and during the continuation of an Event of Default and the exercise of remedies pursuant to the Collateral Documents, (a) the Pledged Shares may be sold without approval of any Governmental Authority which may result in a discounted realization value with respect to the Pledged Shares compared with the then market price and (b) (i) if and to the extent commercially reasonable at the time of such sale, a bulk sale of the Pledged Shares may occur, which may result in a discounted realization value with respect to the Pledged Shares compared to the then current market price and (ii) a private sale of the Pledged Shares may occur which may result in less proceeds than a public sale. (x) Borrower has complied in all material respects with its reporting obligations with respect to the Shares and the Facility under Sections 13 and 16 of the Exchange Act, the Investment Company Act, and applicable securities laws of any other jurisdiction, including any required filings with the SEC and any relevant Canadian regulator or exchange. (y) Since the effective date of Borrower’s Registration Statement, (i) there have been no changes in the Investment Policies, other than in accordance with this Agreement or as described in Borrower’s Registration Statement, as supplemented by any shareholder report included within Form N-CSR filed with the SEC and (ii) Borrower has at all times complied in all material respects with the Investment Policies. (z) Each financial statement delivered by Borrower to Administrative Agent in accordance with this Agreement, together with the notes and schedules thereto, presents fairly and, when delivered in accordance therewith, will present fairly, in all material respects, in conformity with GAAP, the financial position of Borrower as of such date. Since the effectiveness of Borrower’s Registration Statement, or thereafter as of the date of the most recent subsequent audited financial statements delivered to Administrative Agent pursuant to Section 5.01(b), there has been no Material Adverse Effect (it being acknowledged and agreed that declines in the reported values of Shares or declines in the value of Borrower’s overall investment portfolio as a result of declines in the reported values of Shares is not a “Material Adverse Effect”). Each of the financial statements of Borrower (whether audited or unaudited) delivered to Administrative Agent fairly present all material contingent liabilities to the extent required in accordance with GAAP. (aa) No broker’s or finder’s fee or commission will be payable with respect to the transactions contemplated by the Facility Documents, except as payable to the Agents and the Lenders and their Affiliates. (bb) Borrower maintains policies and procedures reasonably designed to comply with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Each Borrower represents and warrants to Administrative Agent and each the Lender thatas follows: (a) All representations the Borrower is a duly organized and warranties made by Borrower in any Loan Document are true and correct validly existing corporation, up-to-date in all material respects (without duplication of filings required by any materiality qualifier contained therein) jurisdiction in which it is registered to do business; the Borrower has the power to own its property, to carry on its respective business as now being conducted, to borrow monies and as of time to grant security therefor; the Borrower is duly qualified and registered to engage in its respective business and is in good standing in each of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, jurisdictions in which case the properties owned by it or the transaction of its business makes such representation or warranty shall be true qualification and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).registration necessary; (b) the Borrower has duly taken all corporate action necessary full right, power and authority to authorize execute and deliver this Agreement and the execution and delivery by it of the Amendment other Loan Documents to which it is a party and to authorize perform its obligations thereunder, and the consummation execution and delivery of this Agreement (including the transactions contemplated thereby borrowing hereunder) and the other Loan Documents to which it is a party and the performance of its obligations thereunder.thereunder have been duly authorized by all necessary action on its part including the authorization of its directors; (c) The execution this Agreement and delivery by Borrower of the Amendment other present Loan Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as party have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, and constitute legal, valid and binding obligations of it, the Borrower enforceable against it the Borrower in accordance with their terms except as such enforcement the foregoing may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws laws affecting enforceability of general application relating to creditors’ rights generally and the enforcement of creditors ‘ rights and by general principles of equity.; (d) the execution of, delivery of, and performance by the Borrower of all of its obligations under, this Agreement and the other Loan Documents to which it is a party and the borrowing and the granting of security hereunder and thereunder will not: (i) violate any provision of law, any rule, regulation or order of any Governmental Authority, or the constating documents or by-laws of the Borrower; (ii) violate, be in conflict with, result in a breach of or constitute a default under any mortgage, indenture, contract, undertaking or other agreement to which the Borrower is a party or by which it is bound or which is binding upon any of its properties, assets or revenues; or (iii) result in the creation or imposition of any security interest, lien, charge or other encumbrance of any nature whatsoever upon any of the Assets, except as provided in this Agreement or any Security Document to which it is a party; (e) no authorization, consent, permit or approval of, exemption from, declaration or qualification with or giving notice to or other action by, or filing with or notice to, any Person (including without limitation any Governmental Authority) is required to permit the Borrower in connection with the execution and delivery of this Agreement or any other Loan Documents to which it is a party or the performance of its obligations thereunder, other than the giving of notice to the TSX of the Agreement and other Loan Documents and the Borrower agrees to promptly, and in any event within one business day of execution of this Agreement file such notice in accordance with the TSX rules; (f) there are no actions, suits, claims or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting it before any court or by or before any other Governmental Authority which, if adversely determined, would have a material adverse effect on the Borrower’s financial condition or business or the Assets and there exists no default by it with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority; (g) each Credit Party complies with the Applicable Laws applicable to itself and its Assets, at all time; (h) no Event of Default has occurred and is continuing; (i) each Security Document has set out the true and complete name of each Credit Party thereto; (j) each Credit Party has no Indebtedness owing to any Person other than the Existing Loans; (k) the outstanding balance of the Existing ▇▇▇▇▇ Loan is US$579,875 plus US$14,497 accrued interest; (l) the outstanding balance of the Existing ▇▇▇▇▇▇▇ Resources Loan is US$50,000, plus US$1,250 accrued interest; (m) the outstanding balance of the Existing Kudu Loan is US$575,000, plus US$14,375 accrued interest;

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each the Lender thatas follows: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and exists as of time a corporation under the laws of the effectiveness hereof as if such representations State of Delaware and warranties had been made as of the time of the effectiveness hereof (except is in good standing with respect to the extent that filing of annual reports and all other such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).requirements pursuant to the laws thereof; (b) Borrower has the corporate power and authority to (i) carry on its businesses as now being conducted and is licensed or registered or otherwise qualified in all jurisdictions where in the nature of its assets or the business transacted makes such licensing, registration or qualification necessary, (ii) acquire, own, hold, lease and mortgage or grant security in its assets including real property and personal property and (iii) enter into and perform its obligations under this Agreement and all other documents or instruments delivered hereunder; (c) this Agreement and all ancillary instruments or documents issued, executed and delivered hereunder by Borrower have been duly taken authorized by all corporate necessary action necessary of Borrower and each constitutes or will constitute a legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with their terms, subject to authorize applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors and to the general principles of equity; (d) Borrower is not in breach of or in default under any material obligation in respect of borrowed money, and the execution and delivery by it of this Agreement and all ancillary instruments or documents issued and delivered hereunder or thereunder, and the performance of the Amendment Documents terms hereof and thereof will not be, or result in, a violation or breach of, or default under, Borrower’s constating documents, any law, judgment, material agreement or instrument to which they are a party or may be bound; (e) neither the entering into of this Agreement nor of any of the Security to which it is a party by Borrower will constitute a breach or default under or in respect of any agreement to which Borrower is bound, and no consent, filing, authorization or approval is necessary under the terms of any such agreement to authorize the consummation of proceed with the transactions contemplated thereby and herein, including but not limited to the performance of its obligations thereunder. (c) The execution and delivery by Borrower granting of the Amendment Documents Security to which it Borrower is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not ; (af) conflict with, violate or result in a breach of except with respect to any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained disclosed to the Lender in writing, no litigation or made administrative proceedings before any court or governmental authority are presently ongoing, or have been threatened in writing, or to the best of Borrower’s knowledge are pending, against Borrower or any of its properties or assets or affecting any of their respective properties or assets which could have a material adverse effect on their respective business, properties or assets; (g) there has been no material adverse change (actual, contemplated or threatened) in the property, assets, business or operations of Borrower within the past twelve (12) months; (h) the information provided to the Lender by Borrower in connection herewith is complete and accurate in all material respects and omits no facts, the omission of which makes such information, or any particulars therein, misleading, misrepresentative or incorrect in any material respect; (i) Borrower has conducted and is conducting its businesses in material compliance with all applicable laws, bylaws, rules and regulations of each jurisdiction in which its businesses are now carried on and hold all licenses, registrations, permits, consents or qualifications (whether governmental, regulatory or otherwise) required in full force order to enable its businesses to be carried on as now conducted or as proposed to be conducted, and effectall such licenses, registrations, permits, consents and qualifications are valid and subsisting and in good standing and Borrower has not received any notice of proceedings relating to the revocation or modification of any such licenses, registrations, permits, consents or qualifications which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the condition of such businesses, operations, condition (financial or otherwise) or income of Borrower; (j) neither the Internal Revenue Service nor any other taxation authority has asserted or, to its the best of Borrower’s knowledge, has threatened to assert any assessment, claim or liability for taxes due or to become due in connection with any review or examination of the tax returns of Borrower filed for any year which would have material adverse effect on the assets, properties, business, results of operations, prospects or condition (financial or otherwise) of Borrower; (k) Borrower is not a party to any material contract other than as disclosed to the Lender in writing; (l) Borrower has no permitdirect or indirect subsidiary corporations; (m) except as disclosed to the Lender in writing prior to the date of this Agreement, consentBorrower owns its business, approval, authorization or order ofoperations and assets, and no notice holds good title thereto, free and clear of all liens, claims or encumbrances whatsoever, except for Permitted Encumbrances; (n) all factual information previously or contemporaneously furnished to the Lender by or filing with, any Governmental Authority or third party is required on the part behalf of Borrower for purposes of or in its respect in connection with this Agreement or any transaction contemplated hereby, is true and accurate in every material respect and such information is not incomplete by the execution, delivery or performance by it omission of any Amendment Document or material fact necessary to consummate any make such information not misleading; (o) after giving effect to the transactions contemplated by the Amendment Documents.in this Agreement, Borrower is generally able to pay its debts as they come due; (dp) This Amendment isthe chief executive office, principal place of business and place where Borrower keeps its books and records is located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite C, Carpinteria, CA 93013; (q) Borrower is a wholly owned subsidiary of NiMin and shall receive the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations benefit of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityFacility.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants to Administrative Agent and each Lender thatthe Bank as follows: (a) All representations The Borrower is a corporation duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations and warranties had been made as jurisdiction of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)its incorporation. (b) The execution, delivery and performance by the Borrower has of this Amendment or the Credit Agreement, as amended hereby, and the Amended Note are within the Borrower's corporate powers, have been duly taken authorized by all necessary corporate action necessary and do not contravene (i) the Borrower's articles of incorporation or bylaws, or (ii) law or any contractual restriction binding on or affecting the Borrower, or result in, or require, the creation of any lien, security interest or other charge or encumbrance upon or with respect to authorize the execution and delivery by it any of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderBorrower's properties. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyNo authorization, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate approval or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order ofother action by, and no notice to or filing with, any Governmental Authority governmental authority or third party regulatory body is required on for the part of or in its respect in connection with the due execution, delivery or and performance by it the Borrower of any Amendment Document this Amendment, the Credit Agreement, as amended hereby, the other Loan Documents or to consummate any transactions contemplated by the Amendment DocumentsAmended Note. (d) This Amendment isAmendment, the Credit Agreement, as amended hereby, the other Loan Documents and the other Amendment Documents when duly executed and delivered will be, Amended Note constitute legal, valid and binding obligations of it, the Borrower enforceable against it Borrower in accordance with their terms except respective terms. (e) There is no pending or threatened action or proceeding affecting the Borrower or any of the Guarantors before any court, governmental agency or arbitrator, which may materially adversely affect the financial condition or operations of the Borrower or the Guarantors or their abilities to perform their respective obligations under the Credit Agreement, as such enforcement may be limited by bankruptcyamended hereby, insolvency the Amended Note, and the other Loan Documents. (f) No Event of Default listed in Section 5.01 of the Credit Agreement has occurred and is continuing, nor has any event, fact or similar Laws circumstance occurred which could, with the passage of general application relating to time or the enforcement giving of creditors ‘ rights notice or both, constitute an Event of Default. (g) All representations and by general principles warranties of equitythe Borrower set forth in the Credit Agreement (as amended hereby) are true and correct as of the date of this Amendment.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations If Borrower is a corporation, Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as state of its incorporation; if such representations a partnership, Borrower is duly organized and warranties had been made as validly existing under the partnership agreement and the applicable laws of the time state in which the partnership is formed or exists or if a limited liability company, Borrower is duly organized and validly existing under the operating agreement and the applicable laws of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, state in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).the limited liability company is formed; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the execution legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, partners or members, as the transactions contemplated thereby case may be, shall be its valid and the performance of its binding obligations thereunder.legally enforceable in accordance with their terms; (c) The execution execution, delivery and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended September 30, legal2001, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order To induce Administrative Agent, Collateral Agent and Lenders to induce each Lender to enter into execute and deliver this AmendmentAgreement, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The execution, delivery and performance by Borrower of this Agreement and all documents and instruments delivered in connection herewith and the Loan Agreement and all other Loan Documents have been duly authorized by Borrower’s board of directors (or similar governing body), and this Agreement and all documents and instruments delivered in connection herewith and the Credit Agreement and all other Loan Documents are legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, except as may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) Except as a result of the Specified Defaults, each of the representations and warranties made by Borrower contained in any the Credit Agreement and the other Loan Document are Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof to the same extent as if such representations and warranties had been though made as of on the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically relate to an earlier date, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such specific earlier date)., and each of the agreements and covenants in the Credit Agreement and the other Loan Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof; (bc) Borrower has duly taken Neither the execution, delivery and performance of this Agreement and all corporate action necessary to authorize the execution documents and delivery by it of the Amendment Documents to which it is a party and to authorize instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partydoes or shall contravene, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of of, or violate (i) any provision of (i)Borrower’s corporate charter, to its knowledgebylaws, any Lawoperating agreement, or other governing documents, (ii) its Organizational Documentsany law or regulation, or any order or decree of any court or government instrumentality, or (iii) any material agreementindenture, judgmentmortgage, licensedeed of trust, order lease, agreement or permit applicable other instrument to which Borrower is a party or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, which Borrower or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party respective property is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.bound; (d) This Amendment isAs of the date hereof, except for the Specified Defaults, no Event of Default has occurred or is continuing under this Agreement, the Credit Agreement or any other Loan Document; and (e) The Lenders’ and the other Amendment Documents when duly executed Secured Parties’ security interests in the Collateral continue to be valid, binding and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating first-priority perfected security interests which secure the Obligations subject only to the enforcement of creditors ‘ rights and by general principles of equityPermitted Liens and, potentially, the Tax Lien.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender SIMA that: (a) All representations Borrower has full power and warranties made by Borrower in any Loan Document are true authority to execute and correct in all material respects (without duplication of any materiality qualifier contained deliver this Agreement and the SIMA Notes, to borrow hereunder and to incur and perform the obligations provided for herein or therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has The execution, delivery and performance of this Agreement and the SIMA Notes by Borrower, the borrowings by it hereunder, and the incurrence and performance of the obligations provided for herein or therein (i) have been duly taken authorized by all requisite corporate action necessary to authorize of Borrower, (ii) do not require the execution and delivery by it approval of the Amendment Documents stockholders of Borrower, and (iii) will not (a) violate any law or regulation or the certificate of incorporation or by-laws of Borrower, (b) violate or constitute (with due notice or lapse of time or both) a default under any provision of any indenture, agreement, license or other instrument to which it Borrower is a party and to authorize the consummation of the transactions contemplated thereby and the performance or by which it or any of its obligations thereunderproperties may be bound or affected, (c) violate any order of any court, tribunal or governmental agency binding upon Borrower or any of its properties, or (d) result in the creation or imposition of any lien or encumbrance of any nature whatsoever upon any assets or revenues of Borrower. (c) The execution No authorizations, approvals and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order consents of, and no notice to or filing filings and registrations with, any Governmental Authority governmental or third party is required on the part of regulatory authority or in its respect in connection with agency are necessary for the execution, delivery or performance by it Borrower of any Amendment Document this Agreement or to consummate any transactions contemplated by the Amendment DocumentsSIMA Notes or for the validity or enforceability hereof or thereof. (d) This Amendment is, Agreement and the other Amendment Documents when duly executed and delivered will be, SIMA Notes constitute the legal, valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityrespective terms.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants to Administrative Agent and each Lender thatthe Investor as follows: (a) All Each of the representations and warranties made by the Borrower in any Loan Document are the Original Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and the date hereof with the same effect as of time of the effectiveness hereof as if though such representations and warranties had been made as of on the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)date hereof. (b) There is no Default or Event of Default existing under the Original Agreement. (c) The Borrower has duly all requisite corporate power and authority to enter into this Amendment No. 1 and to issue the New Note, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. (d) The Borrower has taken all corporate action necessary to authorize the its execution and delivery by it of this Amendment No. 1 and the Amendment Documents to which it is a party New Note, the performance of its obligations hereunder and to authorize the thereunder, and its consummation of the transactions contemplated thereby hereby and thereby. This Amendment No. 1 and the performance New Note have been executed and delivered by an officer of its the Borrower in accordance with such authorization. This Amendment No. 1 (and the Original Agreement as amended hereby) and the New Note constitute valid and binding obligations thereunderof the Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity. (ce) The execution and delivery by the Borrower of the this Amendment Documents to which it is a partyNo. 1, the performance by it of its obligations under such Amendment Documents, New Notes and the Acquisition Agreement, its consummation of the transactions contemplated by such Amendment Documentshereby and thereby, do not and its compliance with the provisions hereof and thereof, will not (ai) conflict with, violate or result in a breach of conflict with any provision of (i), to its knowledge, any LawCharter or By-laws, (ii) its Organizational Documentsviolate, conflict with, or (iii) give rise to any material right of termination, cancellation, or acceleration under any agreement, judgmentsecurity, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itpermit, or (c) result in instrument to which the Borrower or require the creation any of any Lien upon its subsidiaries is a party, or to which it or any of its assets is subject, (iii) violate or properties except as expressly contemplated conflict with any law, statute, rule or permitted in regulation or any order of any court or other governmental agency binding upon the Loan Documents. Except Borrower or any of its subsidiaries, or (xiv) as expressly contemplated in the Amendment Documents and require any consent, approval or other action of, notice to, or filing with any entity or person (y) such as governmental or private), other than those which have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsmade. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender the Lenders to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the Restated Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)hereof. (b) Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations hereunder and thereunder. Borrower is duly authorized to borrow funds under the Credit Agreement. (c) The execution and delivery by Borrower the various Restricted Persons of the Amendment Documents to which it each is a party, the performance by it each of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such the various Amendment Documents, do not and will not (ai) conflict with, violate or result in a breach of with any provision of (i), to its knowledge, 1) any Law, (ii2) the organizational documents of any Restricted Person or any of its Organizational DocumentsAffiliates, or (iii3) any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person or any of its Affiliates, (bii) result in the acceleration of any Indebtedness owed by itany Restricted Person or any of its Affiliates, or (ciii) result in or require the creation of any Lien upon any of its assets or properties of any Restricted Person or any of its Affiliates except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Loan Documents and (y) such as have been obtained or made and are disclosed in full force and effect, to its knowledgethe Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing filing, registration or qualification with, any Governmental Authority 004726 000020 DALLAS 1786529.2 Tribunal or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it any Restricted Person of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered each of the Amendment Documents and the Credit Agreement will be, be a legal, valid and binding obligations obligation of iteach Restricted Person which is a party hereto or thereto, enforceable against it in accordance with their its terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights creditors' rights. (e) The financial statements and by general principles reports of equityBorrower required to be delivered to each Lender pursuant to Section 6.1(b) of the Credit Agreement for the Fiscal Quarter ended May 31, 2004 fairly present Borrower's Consolidated financial position at the date thereof and the Consolidated results of Borrower's operations for the Fiscal Quarter ended on such date. Since May 31, 2004 no Material Adverse Change has occurred. All of such financial statements and reports of Borrower were prepared in accordance with GAAP, and copies of such financial statements and reports of Borrower have heretofore been delivered to each Lender. (f) To the knowledge of Borrower, the financial statements and reports of Master Partnership required to be delivered to each Lender pursuant to Section 6.1(d) of the Credit Agreement for the Fiscal Quarter ended May 31, 2004 fairly present Master Partnership's Consolidated financial position at the date thereof and the Consolidated results of Master Partnership's operations for the Fiscal Quarter ended on such date. Since May 31, 2004 no Material Adverse Change has occurred. All of such financial statements and reports of Master Partnership were prepared in accordance with GAAP, and copies of such financial statements and reports of Master Partnership have heretofore been delivered to each Lender.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent the Lender as of the date of this Agreement, as of the Initial Funding Date and each Lender thatas of the Subsequent Funding Date (except for any representations and warranties which speak as to a specific date, which representations and warranties shall be made as of the date specified) as follows: (a) All representations Borrower is a limited liability company duly organized, validly existing and warranties made in good standing under the laws of Delaware and has all powers and authority, and all licenses, permits, franchises, authorizations, consents and approvals of all Governmental Authorities, required to own its property and conduct its business as now conducted. Borrower is duly qualified to transact business and is in good standing in every jurisdiction in which such qualification or good standing is required by Borrower Applicable Law (except where the failure to be so qualified or in good standing would not result in, and could not reasonably be expected to have resulted in (a) a Material Adverse Effect, or (b) an adverse effect, in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) respect, on and as of time the timing, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. amount or duration of the effectiveness hereof as if such representations and warranties had been made as Included Product Payments or the right of the time of Lender to receive the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific dateIncluded Product Payments). (b) Borrower has duly taken all corporate action necessary to authorize None of the execution and delivery by it Borrower of any of the Amendment Loan Documents to which it Borrower is a party and to authorize party, the performance by Borrower of the obligations contemplated hereby or thereby or the consummation of the transactions contemplated hereby or thereby and will: (i) contravene, conflict with, result in a breach, violation, cancellation or termination of, constitute a default (with or without notice or lapse of time, or both) under, require prepayment under, give any Person the right to exercise any remedy (including termination, cancellation or acceleration) or obtain any additional rights under, or accelerate the maturity or performance of or payment under, in any material respect, (A) any Applicable Law or any judgment, order, writ, decree, permit or license of any Governmental Authority to which Borrower or any of its obligations thereunderSubsidiaries or any of their respective assets or properties may be subject or bound, (B) any term or provision of any contract, agreement, indenture, lease, license, deed, commitment, obligation or instrument to which Borrower or any of its Subsidiaries is a party or by which Borrower or any of its Subsidiaries or any of their respective assets or properties is bound or committed or (C) any term or provision of any of the organizational documents of Borrower or any of its Subsidiaries, except in the case of clause (A) or (B) where any such event would not result in (1) a Material Adverse Effect, or (2) an adverse effect, in any respect, on the timing, amount or duration of the Included Product Payments or the right of the Lender to receive payments based on the Included Product Payments; or (ii), except as provided in or contemplated by any of the Transaction Documents, result in or require the creation or imposition of any Lien on the Patents, the Licensed Product, ADS-5102 or the Included Product Payments. (c) Other than pursuant to the Loan Documents, Borrower has not granted, nor does there exist, any Lien on the Loan Documents, the Patents or the Included Product Payments (other than Permitted Liens under subclause (f) of the definition thereof with respect to Patents). (d) Borrower has all powers and authority to execute and deliver, and perform its obligations under, the Loan Documents to which it is party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of each of the Loan Documents to which Borrower is party and the performance by Borrower of its obligations hereunder and thereunder have been duly authorized by Borrower. Each of the Loan Documents to which Borrower is party has been duly executed and delivered by Borrower. Each of the Loan Documents to which Borrower is party constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally, general equitable principles and principles of public policy. (e) Upon giving effect to the Contribution (but subject to Section 2.01(c) thereof), Borrower shall be the exclusive owner of the entire right, title (legal and equitable) and interest in, to and under the Collateral, free and clear of all Liens, other than Permitted Liens and Borrower shall be entitled to be the sole recipient of all payments in respect of the Included Product Payments. The Included Product Payments constituting Collateral granted to the Lender on the Closing Date have not been pledged, sold, assigned, transferred, conveyed or granted by [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Borrower to any other Person. Upon granting by Borrower of the security interests in the Included Product Payments to the Lender, the Lender shall acquire a first priority security interest in the Included Product Payments free and clear of all Liens, other than Permitted Liens. Borrower has not caused, and to the Knowledge of Borrower no other Person has caused, the claims and rights of Lender created by any Loan Document in and to the Included Product Payments, to be subordinated to any creditor or any other Person. (f) The execution and delivery by Borrower of the Amendment Loan Documents to which it Borrower is a party, the performance by it Borrower of its obligations hereunder and thereunder and the consummation of any of the transactions contemplated hereunder and thereunder (including the granting of security interests in the Included Product Payments to the Lender) do not require any consent, approval, license, order, authorization or declaration from, notice to, action or registration by or filing with any Governmental Authority or any other Person, except for (i) the filing of any applicable notices under such Amendment securities laws, (ii) the filings necessary to perfect Liens created by the Loan Documents, (iii) those previously obtained and in full force and effect, and (iv) consent, filings and registrations in connection with the Contribution as contemplated by the Contribution Agreement. (g) There is no action, suit, arbitration proceeding, claim, citation, summons, subpoena, investigation or other proceeding (whether civil, criminal, administrative, regulatory, investigative or informal, and including by or before a Governmental Authority) pending or, to the Knowledge of Borrower, threatened in writing by or against Borrower or any of its Subsidiaries, at law or in equity, that (i) if adversely determined, would result in a Material Adverse Effect or (ii) challenges or seeks to prevent or delay the consummation of any of the transactions contemplated by any of the Loan Documents to which Borrower is party. (h) Upon consummation of the transactions contemplated by such Amendment Documentsthe Loan Documents and the application of the proceeds therefrom, do not and will not (a) conflict withthe present fair saleable value of the properties and assets of Borrower and its Subsidiaries, violate taken as a consolidated group, on a going concern basis will be greater than the sum of its debts, liabilities and other obligations, including contingent liabilities, (b) the present fair saleable value of the properties and assets of Borrower on a going concern basis will not be less than the amount that would be required to pay its probable liabilities on its existing debts, liabilities and other obligations, including contingent liabilities, as they become absolute and matured, (c) Borrower will be generally able to realize upon its assets and pay its debts, liabilities and other obligations, including contingent obligations, as they become absolute and matured, (d) Borrower will not have unreasonably small capital with which to engage in its business as now conducted, (e) Borrower has not incurred, and has not agreed to incur debts or other obligations or liabilities beyond its ability to pay such debts or other obligations or liabilities as they become absolute and matured, (f) Borrower will not have become subject to any Insolvency Event and (g) Borrower will not have been rendered insolvent within the meaning of any Applicable Law. No step has been taken by Borrower or, to its Knowledge, any other Person to make Borrower subject to an Insolvency Event. (i) No Default, Event of Default or Prepayment Trigger has occurred and is continuing, and no such event will occur upon the making of the Loan. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (j) Borrower has filed (or caused to be filed) all Tax returns and reports required by Applicable Law to have been filed by it and has paid all Taxes required to be paid by it, except any such Taxes that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside on its books and except where any such failure to file or pay would not result in (a) a Material Adverse Effect, or (b) an adverse effect, in any respect, on the timing, amount or duration of the Included Product Payments or the right of the Lender to receive the Included Product Payments. (k) Except as set forth on Schedule 7.01(k), Borrower has not taken any action that would entitle any person or entity to any commission or broker’s fee in connection with the transactions contemplated by this Agreement. (l) Borrower (a) has not violated and is not in violation of, nor to its Knowledge under investigation with respect to, nor has been threatened to be charged with or been given notice of any violation of, any Applicable Law or any judgment, order, writ, decree, injunction, stipulation, consent order, permit or license granted, issued or entered by any Governmental Authority and (b) is not subject to any judgment, order, writ, decree, injunction, stipulation, consent order, permit or license granted, issued or entered by any Governmental Authority, in each case, that would result in a Material Adverse Effect. Borrower is in compliance with the requirements of all Applicable Laws, a breach of any provision of which would result in a Material Adverse Effect. (m) With respect to the Licensed Product: (1) As of the date hereof, all ANDA litigations relating to Licensed Product filed prior to April 30, 2017 have been settled, and the earliest generic entry with regard to Licensed Product by these ANDA filers will be no earlier than January 1, 2025 (unless a Third Party succeeds in invalidating the Patent Rights relating to the Licensed Product). (2) To Borrower’s Knowledge, no Third Party Patent Right has been, or is, or will be, infringed by Exploitation of the Licensed Product. To Borrower’s Knowledge, other than the Patent Rights licensed pursuant to the License Agreement, no Patent Rights other than the Patents with respect to Licensed Products would limit or prohibit in any material respect Exploitation of the Licensed Product. Borrower has not received any notice of any claim by any Third Party asserting that Exploitation of the Licensed Product infringes such Third Party’s Patent Rights. Borrower has not received any written opinion of counsel regarding infringement or non-infringement of any Third Party’s Patent Rights by Exploitation of the Licensed Product. (n) With respect to ADS-5102 (all references in this Section 7.01(n) to Patents, Patent Rights, Valid Claims, and Exploitation shall be interpreted as relating solely to ADS-5102): (1) Schedule 7.01 sets forth an accurate and complete list of all Patents. For each of such Patents listed on Schedule 7.01, Borrower has indicated (i)) the country or other jurisdictions in which such Patent is pending, to its knowledgeallowed, any Lawgranted, issued, registered or filed, (ii) its Organizational Documentsthe application number, the patent or registration number, if any, (iii) the scheduled expiration date of any material agreementissued Patent, judgmentincluding a notation if such scheduled expiration date includes a term [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, licenseMARKED BY BRACKETS, order HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. extension or permit applicable to or binding upon itsupplementary protection certificate, (biv) result the filing date for each pending patent application and (v) the registered owner of such Patent. (2) Borrower (or, prior to giving effect to the Contribution, the Affiliate of Borrower indicated on Schedule 7.01) is the sole and exclusive owner of the entire right, title and interest in each of the acceleration Patents. The Patents are not subject to any encumbrance, lien or claim of ownership by any Indebtedness owed by itThird Party, or (c) result in or require and there are no facts that would preclude Borrower from having unencumbered title to the creation of any Lien upon Patents. Neither Borrower nor any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no Affiliates has received any notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or claim by any Third Party challenging the ownership of the rights of Borrower Parties in and to consummate any transactions contemplated by the Amendment DocumentsPatents. (d3) This Amendment isEach Person who has or has had any rights in or to the Patents, including each inventor named on the Patents, has executed a contract assigning their entire right, title and interest in and to such Patents and the inventions embodied, described and/or claimed therein, to the owner thereof, and each such contract has been duly recorded at the United States Patent and Trademark Office. (4) To Borrower’s Knowledge, no issued Patent has lapsed, expired or otherwise been terminated. No Patent applications have lapsed, expired, been abandoned or otherwise been terminated, other Amendment Documents when duly executed than by operation of law. (5) Borrower is current with respect to any maintenance fees, annuities or other like payments due or owing with respect to the Patents. (6) Each of the Patents correctly identifies each and delivered will be, legal, valid and binding obligations every inventor of it, enforceable against it the claims thereof as determined in accordance with their terms except the laws of the jurisdiction in which such Patent was issued or is pending. To Borrower’s Knowledge, there is not any Person who is or claims to be an inventor of any of the Patents who is not a named inventor thereof. No Borrower Party has received any notice from any Person who is or claims to be an inventor of any of the Patents who is not a named inventor thereof. (7) Each of the Patents is valid, enforceable and subsisting. Neither Borrower nor any Affiliate of Borrower has received any opinion of counsel that any of the Patents is invalid or unenforceable. Except as set forth on Schedule 7.01(n)(7), neither Borrower nor any Affiliate of Borrower has received any written notice of any claim by any Third Party challenging the validity or enforceability of any of the Patents. (8) To the Knowledge of Borrower, each individual associated with the filing and prosecution of the Patents has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such enforcement may individual to be limited material to patentability of each such Patent, in those jurisdictions where such duties exist. (9) There is at least one issued Valid Claim in the Patents that would be infringed by bankruptcyExploitation of ADS-5102, insolvency or similar Laws of general application relating but for Borrower’s and Affiliate’s rights in the Patents. (10) Except for information disclosed to the enforcement applicable Patent Office during prosecution of creditors ‘ rights and by general principles the Patents, to Borrower’s Knowledge, there are no Patent Rights, published [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. patent applications, articles, abstracts or other prior art deemed material to patentability of equity.any of the inventions claimed

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations Borrower is a limited liability company organized and warranties made in good standing under the laws of the State of , is duly authorized to transact business in the State of , has all necessary power and authority to enter into this Agreement, all actions required to be taken by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation approve or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution execution, delivery and delivery by it performance of the Amendment Documents to which it is a party this Agreement and to authorize the consummation of the these transactions contemplated thereby have been taken, and the execution, delivery and performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, this Agreement and the consummation of the transactions contemplated by such Amendment Documentshereby constitute the valid and binding obligation of Borrower in accordance with its terms. The person(s) executing and delivering this Agreement and the Closing documents on behalf of Borrower have all necessary power and authority, do not and will not (a) conflict with, violate or result in a breach without the joinder of any provision of (i)other party, to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable execute and deliver this Agreement and to or binding upon it, consummate the transaction contemplated hereby on behalf of ▇▇▇▇▇▇▇▇. (b) ▇▇▇▇▇▇▇▇ has received no written notices or citations for the violation of any zoning, building, environmental or other law, ordinance, regulation or directive of any governmental authority or authorities having jurisdiction relating to the Property, or any part or parts thereof, and ▇▇▇▇▇▇▇▇ has received no written notices from any Tenants of the existence of any facts or conditions which may result in the acceleration issuance of any Indebtedness owed by it, such notice or citation. (c) result in or require the creation ▇▇▇▇▇▇▇▇ has received no notice and has no actual knowledge of any Lien upon litigation, proceeding, condemnation, or action pending or threatened against or relating to the Property being conveyed to Lender hereunder which might adversely affect Lender or which questions the validity of this Agreement or any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document action taken or to consummate any transactions contemplated be taken by the Amendment DocumentsBorrower pursuant hereto. (d) This Amendment isNeither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation of or be in conflict with or constitute a default under the Mortgage nor any term or provision of any agreement, instrument or lease to which Borrower is a party. (e) Borrower has not distributed any cash flow derived from the operation of the Project in violation of the terms of the Loan Documents. (f) A copy of the current Rent Roll for the Project is attached hereto as Exhibit G (the “Rent Roll”). The Rent Roll lists all Tenants and the any other Amendment Documents when duly executed persons or parties having a right of possession in and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement Property. Borrower has not entered into any leases, contracts or agreements affecting possession of creditors ‘ rights the Property other than the Leases. Borrower has delivered true and by general principles correct copies of equityall Leases to Lender. (g) ▇▇▇▇▇▇▇▇ has not instituted any action contesting the real estate taxes or assessments assessed against the Property. (h) A list of all Service Contracts affecting the Property is attached hereto as

Representations and Warranties of Borrower. In order to induce each Lender to enter into consideration of the execution and delivery of this AmendmentAgreement by Lender, Borrower hereby represents and warrants to Administrative Agent and each Lender that: : (a) All this Agreement has been duly executed and delivered by Borrower, and this Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting, creditors’ rights generally and the effects of general principles of equity; (b) the execution, delivery and performance of this Agreement (i) are within Borrower’s corporate powers, have been duly authorized by all necessary corporate action, (ii) do not and will not contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) do not and will not contravene in any material respect any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) do not and will not violate, conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any Operating Documents or other organizational documents of Borrower or any material agreement of Borrower, and (v) will not require the consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or any other Person; (c) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing under the Loan Agreement or any other Loan Document; (d) as of the date hereof, all representations and warranties made by of Borrower set forth in any the Loan Document Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if other than such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation are already qualified by materiality, Material Adverse Effect or warranty was made as of a specific datesimilar language, in which case such representation or warranty representations and warranties shall be true and correct in all respects), except that that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (without duplication of any materiality qualifier contained thereinother than such representations and warranties that are already qualified by materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) as of such specific date). ; (be) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, Agreement and the other Amendment Loan Documents when duly executed and delivered will be, constitute the legal, valid and binding obligations of itBorrower, each enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws other laws affecting, creditors’ rights generally and the effects of general application relating to the enforcement of creditors ‘ rights and by general principles of equity; and (f) there has not been any event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower is the sole and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time absolute owner of the effectiveness hereof as if such representations entire landlord's or lessor's interest in the leases and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific datesaid rents, in which case such representation or warranty shall be true issues and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).profits; (b) Borrower has duly taken all corporate action necessary made no prior assignment of any of the Leases or with respect to authorize any of said rents, issues or profits which has not been terminated; (c) Borrower has neither done any act nor omitted to do any act which might prevent Assignee from, or limit Assignee in, acting under any of the provisions of this Assignment; (d) Neither the execution and delivery by it of this Assignment or any of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and Leases, the performance of its obligations thereunder. (c) The execution each and delivery by every covenant of Borrower under this Assignment and the Leases, nor the meeting of the Amendment Documents each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under, any agreement, indenture or other instrument to which it Borrower is a party, or any law, ordinance, administrative regulation or court decree which is applicable to Borrower; (e) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with the performance right of Borrower to execute this Assignment and perform all of Borrower's obligations contained in this Assignment and in the Leases; (f) Correct and complete copies of all material Leases and all material amendments, exhibits, addenda and schedules thereto have been heretofore delivered by it of its obligations under such Amendment Documents, and the consummation Borrower to Assignee; (g) The Leases existing as of the transactions contemplated by such Amendment Documentsdate of this Assignment were duly executed and delivered, do not and will not (a) conflict withpursuant to authority legally adequate therefor, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are now in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on are the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of itthe parties thereto, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcyterms; and (h) No material default exists on the part of Borrower in the fulfillment, insolvency performance or similar Laws observance of general application relating any of the terms, conditions or covenants of landlord or lessor contained in any of the Leases, and, to the enforcement best of creditors ‘ rights and by general principles Borrower's knowledge, no material default exists on the part of equityany Tenant in the fulfillment, performance or observance of any of the terms, conditions or covenants of tenant or lessee contained in any of the Leases.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: : (a) All representations Borrower is a corporation duly organized and warranties made by Borrower validly existing in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations and warranties had been made as state of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). its incorporation; (b) Borrower has the execution, delivery and performance of this Agreement and all related instruments and documents: (1) have been duly taken authorized by all necessary corporate action necessary to authorize on the execution and delivery by it part of Borrower, (2) do not require the Amendment Documents to which it is a party and to authorize the consummation approval of the transactions contemplated thereby and the performance any stockholder, partner, trustee, or holder of its any obligations thereunder. (c) The execution and delivery by of Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under except such Amendment Documentsas have been duly obtained, and the consummation of the transactions contemplated by such Amendment Documents, (3) do not and will not (a) conflict withcontravene any law, violate governmental rule, regulation or order now binding on Borrower, or the charter or by-laws of Borrower, or contravene the provisions of, or constitute a default under, or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien or encumbrance upon the property of Borrower under, any of indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its assets or properties except as expressly contemplated or permitted in property is bound; (c) the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgewhen entered into, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, constitute legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their the terms thereof; (d) there are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect the financial condition of Borrower, or the ability of Borrower to perform its obligations under the Loan Documents; (e) Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any installments under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; (g) the financial statements of Borrower (copies of which have been furnished to KEF) have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”), and fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations; (h) the address stated above is the chief place of business and chief executive office, or in the case of individuals, the primary residence, of Borrower; (i) except as set forth on Collateral Schedule 1 attached hereto, Borrower does not conduct business under a trade, assumed or fictitious name, except as set forth in Schedule 1; (j) this Agreement creates a valid first priority security interest in the Collateral securing payment and performance of the Secured Obligations and all filings and other action necessary to perfect such enforcement may security interest have been taken or shall be limited by bankruptcypromptly taken; (k) Borrower has filed or has caused to have been filed all Federal, insolvency or similar Laws of general application relating state and local tax returns which, to the enforcement knowledge of creditors ‘ rights Borrower, are required to be filed, and has paid or caused to have been paid all taxes as shown on such returns or on any assessment received by it, to the extent that such taxes have become due, unless and to the extent only that such taxes, assessments and governmental charges are currently contested in good faith and by general principles appropriate proceedings by Borrower and adequate reserves therefor have been established as required under GAAP and, to the extent Borrower believes it advisable to do so, Borrower has set up reserves which are believed by Borrower to be adequate for the payment of equityadditional taxes for years which have not been audited by the respective tax authorities; (l) except as previously disclosed in writing to KEF, neither Borrower nor any of its officers or directors (if a corporation), partners (if a partnership) or members or managers (if a limited liability corporation) has, directly or indirectly, any financial interest in the Supplier; and (m) Borrower is not in violation of any Applicable Law, the violation of which would have a material adverse effect on the conduct of its business, and Borrower has obtained any and all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its properties and the conduct of its business; and (n) none of the proceeds of the loan made by KEF will be used, directly or indirectly, by Borrower for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any “margin stock” within the meaning of Regulation U (12 CFR Part 221), of the Board of Governors of the Federal Reserve System (herein called “margin stock”) or for any other purpose which might make the transactions contemplated herein a “purpose credit” within the meaning of Regulation U, or cause this Agreement to violate any other regulation of the Board of Governors of the Federal Reserve System or the Securities Exchange Act of 1934 or the Small Business Investment Act of 1958, as amended, or any rules or regulations promulgated under any of such statutes.

Representations and Warranties of Borrower. In order As of the Effective Date, to ------------------------------------------ induce each Lender the Agent and the Lenders to enter into this AmendmentAgreement, the Borrower hereby represents and warrants to Administrative the Agent and each Lender that: the Lenders that (a) All representations Borrower and warranties made each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to perform its obligations under this Agreement, (b) the execution, delivery and performance of this Agreement has been duly authorized by all requisite action on the part of the Borrower and each of its Subsidiaries and does not and will not violate the articles or certificate of incorporation, bylaws, or other governance documents or agreements of the Borrower or any of its Subsidiaries, or any other agreement to which the Borrower or any of its Subsidiaries is a party, or any law, rule or regulation, or any order of any court, governmental authority or arbitrator by which the Borrower or any of its Subsidiaries or any of their respective properties is bound, (c) this Agreement constitutes the valid and legally binding obligation of the Borrower and each of the Subsidiaries party hereto enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally, (d) no corporate action or authorization, approval, consent or other action, except such corporate action or authorization as has already been obtained, and no notice to or filing with any governmental or regulatory authority or any third party is required for the due execution, delivery or performance of this Agreement or any transaction contemplated hereby, (e) each representation and warranty of the Borrower and each of its Subsidiaries contained in the Credit Agreement and the other Loan Document are Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific relates specifically to an earlier date). , (bf) neither Borrower nor any Subsidiary has duly taken all corporate action necessary any defenses to authorize payment, counterclaim or rights of set-off with respect to the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment DocumentsObligations, and (g) except for the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgeSpecified Default, no permit, consent, approval, authorization Default or order of, and no notice to or filing with, any Governmental Authority or third party Event of Default has occurred which is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentscontinuing. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order The Borrower represents, warrants and agrees that; 3.1 It has the full power and authority to induce each assign to the Lender to enter into this Amendmentthe interest it possesses in the Lease Agreement upon an Event of Default, and Borrower represents and warrants to Administrative Agent and each shall execute such assignment in connection therewith as the Lender that: (a) All representations and warranties made may reasonably request. Except as set forth in the Lease, no lien, security interest, adverse claim or encumbrance has been created by Borrower or is known by Borrower to exist with respect to any Tenant Improvements; 3.2 It is a corporation duly organized, legally existing and in any Loan Document are true good standing under the laws of the State of Delaware, and correct is duly qualified as a foreign corporation in all material respects (without duplication of any materiality qualifier contained therein) on and as of time jurisdictions where the property owned of the effectiveness hereof as if business transacted by it make such representations qualifications necessary. 3.3 The execution, delivery and warranties had been made as performance of the time of Note, this Agreement, and all certificates and other documents required to be delivered or executed in connection herewith (collectively the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in "Documents") have been duly authorized by all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all necessary corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyBorrower, the performance by it of its obligations under such Amendment Documentsindividual or individuals executing the Documents were duly authorized to do so, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, constitute legal, valid and binding obligations of it, the Borrower enforceable against it in accordance with their terms except as such enforcement may be limited by respective terms, subject to applicable bankruptcy, insolvency insolvency, reorganization or other similar Laws of general application relating to laws generally affecting the enforcement of creditors ‘ the rights of creditors; 3.4 The Documents do not and by general principles will not violate any provisions of equityits article or certificate of incorporation, bylaws or any contract, agreement, law, regulation, order, injunction, judgment, decree or writ to which the Borrower is subject, or result in the creation or imposition of any lien, security interest or other encumbrance upon the Tenant Improvements. 3.5 The execution, delivery and performance of the Documents do not require the consent or approval of any other person or entity including, without limitation, any regulatory authority or governmental body of the United States or any state thereof or any political subdivision of the United States or any state thereof, except the consent of the holders of the Company"s outstanding Series A Preferred Stock, which consent has been obtained.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Lender and Escrow Agent and each Lender on the Closing Date that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication No consent of any materiality qualifier contained therein) on other person or entity and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consentauthorization, approval, authorization or order ofother action by, and no notice to or filing with, any Governmental Authority governmental authority or third party regulatory body is required on (i) for the part pledge by Borrower of the Collateral pursuant to the Bond Loan Agreement or in its respect in connection with any other Loan Document or for the execution, delivery or performance of this Agreement by it Borrower, (ii) for the perfection or maintenance of the security interest created pursuant to the Bond Loan Agreement or any other Loan Document (including the first priority nature of such security interest) other than the filing of any Amendment Document financing statement as may be required by the UCC, or (iii) for the exercise by Escrow Agent of the rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to consummate any this Agreement; there are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (b) Neither the execution nor delivery of this Agreement nor the performance by Borrower of its obligations under this Agreement, nor the consummation of the transactions contemplated by this Agreement, will (i) conflict with any provision of the Amendment Documentsorganizational document of Borrower; (ii) conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract, agreement, promissory note, lease, indenture, instrument or license to which Borrower is a party or by which Borrower’s assets or properties may be bound or affected; (iii) violate or conflict with any federal, state or local law, statute, ordinance, rule, regulation, order, judgment, decree or arbitration award which is either applicable to, binding upon or enforceable against Borrower; (iv) result in or require the creation or impound of any liens, security interests, options or other charges or encumbrances (“Liens”) upon or with respect to the Accounts, other than Liens in favor of Lender created pursuant to the Bond Loan Agreement or any other Loan Document; (v) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Borrower; or (vi) require the consent, approval, order or authorization of, or the registration, declaration or filing (except to the extent that the filing of Financing Statements may be applicable the Bond Loan Agreement or any other Loan Document) with, any federal, state or local government entity. (c) Borrower is the sole legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), the Accounts, free and clear of all Liens (other than Liens in favor of Lender with respect to the Pledged Accounts), all fiduciary obligations of any kind and any adverse claim of title thereto and the Accounts are not subject to any offset, right of redemption, defense or counterclaim of a third party (except those of Escrow Agent with respect to the amounts due Escrow Agent under this Agreement as the result of any checks, ACH entries, wire transfers, merchant card transactions, or other paper or electronic items which were deposited or credited to the Accounts that are returned, reversed, refunded, adjusted or charged back for insufficient funds or for any other reason (“Returned Items”) including any account overdrafts (“Overdrafts”)). If there are insufficient funds in the Accounts to cover Returned Items and Overdrafts, Borrower agrees to immediately reimburse Escrow Agent for the amount of such shortfall. (d) This Amendment The security interest of Lender in the Pledged Accounts as granted in the Bond Loan Agreement or the other Loan Documents is, and the other Amendment Documents or when duly executed and delivered it attaches will be, legala first, valid prior and binding obligations perfected security interest. (e) Borrower’s exact legal name is set forth in the first paragraph of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws this Agreement. Borrower is a [CORPORATE ENTITY] and the state of general application relating to the enforcement of creditors ‘ rights and by general principles of equityits [FORMATION TYPE] is [STATE].

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations and warranties had been made as State of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).Delaware; (b) Borrower has duly taken all corporate action necessary the legal power and authority to authorize the execution own its properties and delivery by it of the Amendment Documents assets and to which carry out its business as now being conducted; it is qualified to do business in every jurisdiction except where the failure to be so qualified would not reasonably be expected to have a party Material Adverse Effect; it has the legal power and authority to authorize execute and perform this Agreement, the consummation of Note and/or the transactions contemplated thereby Loan Documents, to borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Loan Documents, and to do any and all other things required of it hereunder; and this Agreement, the consummation of the transactions contemplated by such Amendment Documents, do not Note and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in all the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to when executed on behalf of Borrower by its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in duly authorized officers shall be its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, legally enforceable against it in accordance with their terms terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency or insolvency, and similar Laws of general application relating to laws and equitable principles affecting the enforcement of creditors ‘ creditors' rights generally; (c) The execution, delivery and performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by general all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which Borrower is a party, or by which it or any of its properties or assets are bound; and (iv) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Borrower except in favor of Bank; (d) The consolidated balance sheet of Borrower and its subsidiaries as provided to Bank in connection herewith as of March 31, 2002, and the related consolidated statement of income of Borrower and its subsidiaries provided to Bank for the three (3) month period ended March 31, 2002, fairly present the financial condition of Borrower and its subsidiaries in accordance with generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of equityBorrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and adversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants as of the date hereof and on the Second Amendment Effective Date to Administrative the Agent and each Lender that: (a) All Borrower (i) has the power and authority, and the legal right, to make, deliver and perform this Amendment and (ii) has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment; (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by Borrower in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (c) This Amendment (i) has been duly executed and delivered on behalf of Borrower and (ii) constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) The execution, delivery and performance of this Amendment will not result in a violation by Borrower of any Requirement of Law or any Contractual Obligation of Borrower and will not result in, or require, the creation or imposition of any Lien on any of its Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation; (e) After giving effect to the amendments set forth herein, the representations and warranties made by Borrower in any Loan Document Party in or pursuant to the Loan Documents are true and correct accurate as of the date hereof with the same force and effect as if such had been made on and as of the date hereof; (f) Borrower is in compliance in all material respects (without duplication of any materiality qualifier contained therein) on with all terms and as of time of provisions set forth in the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.; and (dg) This Amendment is, No Default or Event of Default has occurred and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityis continuing.