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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof: (a) the representations and warranties contained in of the Credit Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to paragraph 7.12 subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have has been duly executed and delivered by the Borrowereach Loan Party, and (iii) this First Amendment, the Replacement Notes Amendment and the Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance by each applicable Loan Party of this First Amendment, the Replacement Notes or Amendment and the Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) the certificate or articles contravene any material term of incorporation or the applicable constituent documents or bylaws any of the Borrower or any Guarantor, such Person’s Organization Documents; (ii) conflict with or result in any Law applicable breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other similar instruments, to which such Person is a party or affecting such Person or the Borrower properties of such Person or any Guarantor of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any indenture, agreement or other instrument applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the Borrowerextent that any such conflict, any Guarantor breach, contravention, creation, requirement or any of their respective properties are subjectviolation could reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for (i) in connection with the execution, delivery or performance by the Borrower by, any applicable Loan Party of this First Amendment other than those already obtained or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendmentperformed.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Sixth Amendment: (a) the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement Article II, Article V and the each other Loan Documents Document, or which are contained in any document that has been furnished under or in connection herewith or therewith, are (i) with respect to representations and warranties that contain a materiality qualification, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct on in all material respects, and as of the date hereof as made on and as of such dateexcept that for purposes hereof, except (x) to the extent that Administrative Agent has been previously notified of any changes in the facts on which such representations and warranties specifically were based in a certificate delivered to Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement, (y) the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (z) any representation and warranty that by its terms is made only as of an earlier date, in which case they shall be is true and correct in all material respects (or in the case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Defaultexists; (i) the Borrower and each Guarantor has full power and authority to execute and deliver this First Sixth Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Sixth Amendment and the Replacement Notes have has been duly executed and delivered by the Borrower, Borrower and each Guarantor and (iii) this First Amendment, the Replacement Notes Sixth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and each Guarantor, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Sixth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws conflict with any Organization Documents of the Borrower or any Guarantor, (ii) violate any Applicable Law applicable to the Borrower or any Guarantor in any material respect (other than failures to obtain governmental authorizations, make filings or provide notices, etc. which do not violate Section 5.03 of the Credit Agreement), or (iii) conflict with any indentureContractual Obligation to which the Borrower or a Guarantor is a party or affecting the Borrower, agreement any Guarantor or other instrument the properties of the Borrower or any of its Subsidiaries or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower, any Guarantor or any of their respective properties are property is subject, except in each case referred to in this clause (iii) for such violations, breaches and defaults that, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by (i) the Borrower as a condition to the execution, delivery or performance by the Borrower of this First Sixth Amendment or the Replacement Notes or (ii) any Guarantor as a condition to the acknowledgement by each any Guarantor of this First Sixth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof: (a) the representations and warranties of the Borrower contained in Article V of the Credit Agreement and the or any other Loan Documents Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Third Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment, as if such representations and warranties were being made on and as of such datethe Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to that for purposes of Section 4.02 of the extent such Credit Agreement, the representations and warranties have been supplemented contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to paragraph 7.12 subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower has the full power and authority to execute and deliver this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have has been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes Amendment and the Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or Amendment and the Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the certificate Borrower is a party or articles of incorporation affecting the Borrower or the applicable constituent documents or bylaws properties of the Borrower or any Guarantor, of its Subsidiaries or (ii) any Law applicable to the Borrower order, injunction, writ or decree of any Governmental Authority or any Guarantor arbitral award to which such Person or its property is subject; or (iiic) violate any indenture, agreement or other instrument applicable law to which the BorrowerBorrower is subject, except in each case referred to in subsections (b) and (c) above to the extent that any Guarantor such conflict, breach, contravention, creation, requirement or any of their respective properties are subjectviolation could reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for (i) in connection with the execution, delivery or performance by by, the Borrower of this First Amendment or the Replacement Notes any other Loan Document other than those already obtained or (ii) the acknowledgement by each Guarantor of this First Amendmentperformed.

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:hereof and after giving effect to the waiver set forth in the foregoing Section 2: FIFTH AMENDMENT TO CREDIT AGREEMENT - 3 (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower has full power and authority to execute and deliver this First Fifth Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Fifth Amendment and the Replacement Notes have has been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes Fifth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Fifth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate any Law or articles of incorporation or the applicable constituent documents or bylaws Organization Documents of the Borrower Borrower, or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor Borrower or any of their respective its properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Fifth Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Fifth Amendment.

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, ,as of the date hereofhereof and after giving effect to the amendments provided in the foregoing Section 1 and the consent provided in the foregoing Section 2: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute execute, deliver and deliver this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) perform this First Amendment, the Replacement Notes (as defined in Section 4(c) of this First Amendment), the Amended Collateral Documents (as defined in Section 4(d) of this First Amendment) and the Credit Agreement, as amended by this First Amendment, the execution, delivery and performance of this First Amendment, the Notes, the Amended Collateral Documents, and the Credit Agreement, as amended by this First Amendment, has been duly authorized by all corporate action of the Borrower, and this First Amendment, the Notes, the Amended Collateral Documents, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Notes, the Amended Collateral Documents, or the Credit Agreement, as amended herebyby this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of any Law to which the Borrower or any Guarantor, (ii) any Law applicable to the Borrower of its Subsidiaries is subject or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Borrower or any Guarantor of its Subsidiaries or any of their respective properties are property is subject; and (e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained Person, is required for the (i) the execution, delivery or performance by the Borrower of this First Amendment or Amendment, the Replacement Notes Notes, the Amended Collateral Documents, and the Credit Agreement, as amended by this First Amendment, or (ii) the acknowledgement by each Guarantor of this First AmendmentAmendment by PEI or PUM.

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct as of such earlier date, and except to (ii) that the extent such representations and warranties have been supplemented contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to paragraph 7.12 subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower has full power and authority to execute and deliver this First Seventh Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Seventh Amendment and the Replacement Notes have has been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes Seventh Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Seventh Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will violate any Law or conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws any Organization Documents of the Borrower Borrower, or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor Borrower or any of their respective its properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Seventh Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Seventh Amendment.

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof: (ai) the Borrower has all requisite power and authority to execute and deliver this First Amendment, (ii) this First Amendment has been duly executed and delivered by the Borrower, and (iii) this First Amendment and the Agreement, as amended hereby, constitute valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with their respecitve terms, except as limited by Debtor Laws; (b) there exists no Event of Default or Default under the Agreement both before and after giving effect to this First Amendment; (c) the representations and warranties contained set forth in the Credit Agreement and the other International Loan Documents are true and correct in all material respects on and as of the date hereof as made on both before and as of such dateafter giving effect to this First Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (id) the Borrower has full power and authority to execute and deliver this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute and the legal, valid other International Loan Documents remain in full force and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;effect; and (de) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will (a) contravene the terms of the Organization Documents of the Borrower, (b) violate any Governmental Requirement or (c) conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument Obligation to which the Borrower, any Guarantor or any Borrower is a party; except in the case of their respective properties are subject; and clauses (eb) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person and (c) above to the extent that such conflict could not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendmentreasonably be expected to have a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments set forth in Section 1 hereof and the limited waiver set forth in Section 2 hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to the extent that such representations and warranties specifically refer to an earlier dateMaterial Adverse Effect, in which case they such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and except warranty that is qualified by materiality or reference to the extent Material Adverse Effect, in which case such representations representation and warranties have been supplemented pursuant to paragraph 7.12 warranty shall be true and correct in all respects as of the Credit Agreementsuch earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower has full power and authority to execute and deliver this First Fourth Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Fourth Amendment and the Replacement Notes have has been duly executed and delivered by the Borrower, and (iii) each of this First Amendment, the Replacement Notes Fourth Amendment and the Credit Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and by general principles the availability of equity (equitable remedies, regardless of whether enforcement is sought considered in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Fourth Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with (i) the certificate with, result in a breach of or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) constitute a default under any indenture, agreement or other instrument to which the Borrower is a party or by which any of its properties may be bound or any Governmental Approval relating to Borrower, any Guarantor except to the extent such conflict, breach or any of their respective properties are subjectdefault, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously already obtained (including the Board of Directors (or other similar governing body) of the Borrower) is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Fourth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Sixth Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such representations and warranties have been supplemented refer to statements furnished pursuant to paragraph 7.12 clause (b) of Section 6.01 of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of footnotes and shall be subject to normal year-end audit adjustments; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower has full power and authority to execute and deliver this First Sixth Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Sixth Amendment and the Replacement Notes have has been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute Sixth Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Sixth Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantorits Subsidiaries, (ii) to Borrower’s knowledge, any Law provision or law, statute, rule or regulation applicable to the Borrower or any Guarantor its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor the Subsidiaries or any of their respective properties are subject; and (e) and no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by the Borrower of this First Sixth Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Sixth Amendment.

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower each Loan Party represents and warrants that, as of the date hereof: (a) the representations and warranties of the Loan Parties contained in Article V of the Credit Agreement and the or any other Loan Documents Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date, after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to paragraph 7.12 subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have has been duly executed and delivered by the Borrowereach Loan Party, and (iii) this First Amendment, the Replacement Notes Amendment and the Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or Amendment and the Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) the certificate or articles contravene any material term of incorporation or the applicable constituent documents or bylaws any of the Borrower or any Guarantor, such Person’s Organization Documents; (ii) conflict with or result in any Law applicable breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other similar instruments, to which such Person is a party or affecting such Person or the Borrower properties of such Person or any Guarantor of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any indenture, agreement or other instrument applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the Borrowerextent that any such conflict, any Guarantor breach, contravention, creation, requirement or any of their respective properties are subject; andviolation could reasonably be expected to have a Material Adverse Effect; (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for (i) in connection with the execution, delivery or performance by the Borrower by, any Loan Party of this First Amendment other than those already obtained or the Replacement Notes or performed; and (iif) the acknowledgement by each Guarantor Organization Documents of this First Amendmentthe Loan Parties and the resolutions of such Loan Parties attached to the officer’s certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:hereof and after giving effect to the amendments contemplated by the foregoing Section 1 and the waiver contemplated by the foregoing Section 2. (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute and deliver this First Second Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by and this First Second Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor or any of their respective properties are subject; and (ed) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower), is required for (i) the execution, delivery or performance by the Borrower of this First Second Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor acknowledgment of this First AmendmentSecond Amendment by any Subsidiary that executed a Subsidiary Guaranty.

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof: (a) the representations and warranties contained in of the Credit Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment, as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to paragraph 7.12 subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have has been duly executed and delivered by the Borrowereach Loan Party, and (iii) this First Amendment, the Replacement Notes Amendment and the Credit Agreement, as amended hereby, constitute the Agreement constitutes a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party hereto or thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance by each applicable Loan Party of this First Amendment, the Replacement Notes or Amendment and the Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, has been duly authorized by all necessary corporate or other organizational action, and does not and will conflict with not (i) the certificate or articles contravene any material term of incorporation or the applicable constituent documents or bylaws any of the Borrower or any Guarantor, such Person’s Organization Documents; (ii) conflict with or result in any Law applicable breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person or the Borrower properties of such Person or any Guarantor of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any indenture, agreement or other instrument applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the Borrowerextent that any such conflict, any Guarantor breach, contravention, creation, requirement or any of their respective properties are subjectviolation could reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for (i) in connection with the execution, delivery or performance by the Borrower by, any applicable Loan Party of this First Amendment other than those already obtained or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendmentperformed.

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendment contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement (other than those representations and warranties that specifically relate to an earlier date) and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full corporate power and authority to execute and deliver this First Fourth Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by and this First Fourth Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, Fourth Amendment nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any material Applicable Law, the certificate or articles of incorporation incorporation, bylaws or the applicable constituent documents or bylaws other governance document of the Borrower or any Guarantorof its Subsidiaries, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any material indenture, agreement or other instrument to which the Borrower, Borrower or any Guarantor of its Subsidiaries or any of their respective properties are subject; andproperty may be bound; (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (other than the Board of Directors of the Borrower or any Guarantor), is required for (i) the execution, delivery or performance by the Borrower of this First Fourth Amendment or the Replacement Notes or acknowledgment of this Fourth Amendment by any Guarantor other than (i) those approvals and consents already obtained, and (ii) consents under immaterial contractual obligations; and (f) the acknowledgement by each Guarantor total amount of this First AmendmentIndebtedness which may be outstanding under the Credit Agreement as a result of any increase in the Revolving Credit Commitment pursuant to Section 2.17 of the Credit Agreement will at all times be "Permitted Indebtedness" as such term is defined in the Senior Subordinated Notes Indenture.

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof:hereof and after giving effect to the amendments provided in the foregoing Section 1: -14- (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower Company has full power and authority to execute execute, deliver and deliver perform this First Third Amendment, each the Revolving Loan Note payable to Notes, the order of each Lender in Bid Rate Notes, and the amount of each such Lender’s Commitment Credit Agreement, as increased amended by this First Amendment (collectivelyThird Amendment, the “Replacement execution, delivery and performance of this Third Amendment, the Revolving Notes”), (ii) this First Amendment the Bid Rate Notes, and the Replacement Notes Credit Agreement, as amended by this Third Amendment, have been duly executed and delivered authorized by the Borrowerall corporate action of Company, and (iii) this First Third Amendment, the Replacement Notes Revolving Notes, the Bid Rate Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Third Amendment, the Replacement Notes Revolving Notes, the Bid Rate Notes, or the Credit Agreement, as amended herebyby this Third Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower any Law to which Company or any Guarantor, (ii) any Law applicable to the Borrower of its Subsidiaries is subject or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Company or any Guarantor of its Subsidiaries or any of their respective properties are property is subject; and (e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person (not previously obtained obtained), is required for the (i) the execution, delivery or performance by the Borrower Company of this First Amendment or Third Amendment, the Replacement Notes Revolving Notes, the Bid Rate Notes, and the Credit Agreement, as amended by this Third Amendment, or (ii) the acknowledgement by each Guarantor of this First AmendmentThird Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a1) the representations and warranties contained in the Credit Agreement and the other Loan Documents (other than those representations and warranties that specifically relate to an earlier date) are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b2) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i3) the Borrower has full power and authority to execute and deliver this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Third Amendment and the Replacement Notes have Credit Agreement, as amended hereby, the execution, delivery and performance of this Third Amendment and the Credit Agreement, as amended hereby, has been duly executed and delivered authorized by all corporate action of the Borrower, and (iii) this First Amendment, the Replacement Notes Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d4) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with (i) the certificate any law, rule or articles of incorporation regulation to which any Obligor is subject, or the applicable constituent documents or bylaws of the Borrower or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor Obligor or any of their respective properties are property is subject; and (e5) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) the execution, delivery or performance by the Borrower of this First Third Amendment or and the Replacement Notes Credit Agreement, as amended hereby, or (ii) the acknowledgement acknowledgment of this Third Amendment by each Guarantor of this First AmendmentGuarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Fifth Amendment: (a) the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement Article II, Article V and the each other Loan Documents Document, or which are contained in any document that has been furnished under or in connection herewith or therewith, are (i) with respect to representations and warranties that contain a materiality qualification, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct on in all material respects, and as of the date hereof as made on and as of such dateexcept that for purposes hereof, except (x) to the extent that Administrative Agent has been previously notified of any changes in the facts on which such representations and warranties specifically were based in a certificate delivered to Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement, (y) the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (z) any representation and warranty that by its terms is made only as of an earlier date, in which case they shall be is true and correct in all material respects (or in the case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Defaultexists; (i) the Borrower and each Guarantor has full power and authority to execute and deliver this First Fifth Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Fifth Amendment and the Replacement Notes have has been duly executed and delivered by the Borrower, Borrower and each Guarantor and (iii) this First Amendment, the Replacement Notes Fifth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and each Guarantor, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Fifth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws conflict with any Organization Documents of the Borrower or any Guarantor, (ii) violate any Applicable Law applicable to the Borrower or any Guarantor in any material respect (other than failures to obtain governmental authorizations, make filings or provide notices, etc. which do not violate Section 5.03 of the Credit Agreement), or (iii) conflict with any indentureContractual Obligation to which the Borrower or a Guarantor is a party or affecting the Borrower, agreement any Guarantor or other instrument the properties of the Borrower or any of its Subsidiaries or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower, any Guarantor or any of their respective properties are property is subject, except in each case referred to in this clause (iii) for such violations, breaches and defaults that, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect; andan (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by (i) the Borrower as a condition to the execution, delivery or performance by the Borrower of this First Fifth Amendment or the Replacement Notes or (ii) any Guarantor as a condition to the acknowledgement by each any Guarantor of this First Fifth Amendment.

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower each Loan Party represents and warrants that, as of the date hereof: (a) the representations and warranties of the Loan Parties contained in Article V of the Credit Agreement and the or any other Loan Documents Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to paragraph 7.12 subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have has been duly executed and delivered by the Borrowereach Loan Party, and (iii) this First Amendment, the Replacement Notes Amendment and the Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or Amendment and the Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) the certificate or articles contravene any material term of incorporation or the applicable constituent documents or bylaws any of the Borrower or any Guarantor, such Person’s Organization Documents; (ii) conflict with or result in any Law applicable breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other similar instruments, to which such Person is a party or affecting such Person or the Borrower properties of such Person or any Guarantor of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any indenture, agreement or other instrument applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the Borrowerextent that any such conflict, any Guarantor breach, contravention, creation, requirement or any of their respective properties are subject; andviolation could reasonably be expected to have a Material Adverse Effect; (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for (i) in connection with the execution, delivery or performance by the Borrower by, any Loan Party of this First Amendment other than those already obtained or the Replacement Notes or performed; and (iif) the acknowledgement by each Guarantor Organization Documents of this First Amendmentthe Loan Parties and the resolutions of such Loan Parties attached to the officer’s certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1 and the agreements set forth in the foregoing Sections 2 and 3: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute and deliver this First Second Amendment, each Revolving Loan Note payable to and the order of each Lender in the amount of each such Lender’s Commitment Credit Agreement, as increased by this First Amendment (collectivelyamended hereby, the “Replacement Notes”)execution, (ii) delivery and performance of this First Second Amendment and the Replacement Notes have Credit Agreement, as amended hereby, has been duly executed and delivered authorized by all corporate action of the Borrower, and (iii) this First Amendment, the Replacement Notes Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with (i) the certificate any law, rule or articles of incorporation or the applicable constituent documents or bylaws of regulation to which the Borrower or any Guarantorof its Subsidiaries is subject, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Borrower or any Guarantor of its Subsidiaries or any of their respective properties are property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) the execution, delivery or performance by the Borrower of this First Second Amendment or and the Replacement Notes Credit Agreement, as amended hereby, or (ii) the acknowledgement of this Second Amendment by each Guarantor of this First AmendmentGuarantor.

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments provided in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is its continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute and deliver this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Second Amendment and the Replacement Notes have (as defined in Section 3(c) of this Second Amendment) and to perform this Second Amendment, the Notes and the Credit Agreement, as amended by this Second Amendment, the execution and delivery of this Second Amendment and the Notes and the performance of this Second Amendment, the Notes and the Credit Agreement, as amended by this Second Amendment, has been duly executed and delivered authorized by all corporate action of the Borrower, and (iii) this First Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the executionexecution and delivery of this Second Amendment and the Notes, delivery and or the performance of this First Second Amendment, the Replacement Notes or the Credit Agreement, as amended herebyby this Second Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of any Applicable Law to which the Borrower or any Guarantor, (ii) any Law applicable to the Borrower of its Subsidiaries is subject or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Borrower or any Guarantor of its Subsidiaries or any of their respective properties are property is subject, except to the extent that any such contravention or conflict could not reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained Person, is required for the (i) execution and delivery of this Second Amendment and the execution, delivery Notes or performance by the Borrower of this First Amendment or Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) the acknowledgement by each Guarantor acknowledgment of this First AmendmentSecond Amendment by PEI or PUM.

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

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute execute, deliver and deliver perform this First Second Amendment, each the Revolving Loan Note payable Credit Notes referred to the order in Section 3(c) of each Lender in the amount of each such Lender’s Commitment as increased by this First Second Amendment (collectively, the “"Replacement Notes”"), (ii) and the Credit Agreement, as amended by this First Amendment Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been duly executed and delivered authorized by all corporate action of the Borrower, and (iii) this First Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment, the Replacement Notes or the Credit Agreement, as amended herebyby this Second Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with (i) the certificate any law, rule or articles of incorporation or the applicable constituent documents or bylaws of regulation to which the Borrower or any Guarantor, (ii) any Law applicable to the Borrower of its Subsidiaries is subject or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Borrower or any Guarantor of its Subsidiaries or any of their respective properties are subjectproperty issubject; and (e) no authorization, approval, approval consent, or other action by, notice to, or filing with, any Governmental Authority Tribunal or other Person not previously obtained (other than the Board of Directors of the Borrower) is required for the (i) the execution, delivery or performance by the Borrower of this First Amendment or Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) the acknowledgement by each Guarantor of this First AmendmentSecond Amendment by any Guarantor.

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of that after giving effect to the date hereofamendments contemplated by the foregoing Section 1 and the waiver contemplated by the foregoing Section 2: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as though made on and as of such date, except to the extent that any such representations and warranties specifically refer representation or warranty relates expressly to an earlier date, a specified date or is no longer correct because of a change in which case they shall be true and correct as of such earlier date, and except to circumstances permitted by the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit AgreementLoan Documents; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute and deliver this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Fourth Amendment and the Replacement Notes have been duly executed and delivered by the BorrowerCredit Agreement, as amended hereby, and (iii) this First Amendment, the Replacement Notes Fourth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Fourth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or thereinby this Fourth Amendment, will contravene or conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the any Law to which Borrower or any Guarantor, (ii) any Law applicable to the Borrower of its Subsidiaries is subject or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Borrower or any Guarantor of its Subsidiaries or any of their respective properties are property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority Tribunal or other Person not previously obtained Person, is required for (i) the execution, delivery or performance by the Borrower of this First Fourth Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor acknowledgment of this First AmendmentFourth Amendment by any Guarantor.

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:hereof (and after giving effect to the waiver provided for in Section 2 of this First Amendment): (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower has full power and authority to execute and deliver this First Amendment, each Revolving Loan the replacement Note payable to the order of each Lender in the amount of each such Lender’s whose Commitment as increased by has been amended pursuant to this First Amendment (collectively, the “"Replacement Notes”"), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws); (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law, except to the certificate extent that such violation could not, individually or articles of incorporation in the aggregate, reasonably be expected to have a Material Adverse Effect, or the applicable constituent documents or bylaws Organization Documents of the Borrower Borrower, or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor Borrower or any of their respective properties are its property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to that the extent such representations and warranties have been supplemented contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to paragraph 7.12 clause (a) of the Credit AgreementSection 6.01; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower has full power and authority to execute and deliver this First Third Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Third Amendment and the Replacement Notes have has been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Third Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate any Law or articles of incorporation or the applicable constituent documents or bylaws Organization Documents of the Borrower Borrower, or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor Borrower or any of their respective its properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or the Replacement Notes Third Amendment, or (ii) the acknowledgement by each Guarantor of this First Third Amendment.

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

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments provided in the foregoing Section 1 and the consent and approval provided in the foregoing Section 3: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute execute, deliver and deliver perform this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered Credit Agreement, as amended by the Borrower, and (iii) this First Amendment, the Replacement Notes execution, delivery and performance of this First Amendment, and the Credit Agreement as amended by this First Amendment, have been duly authorized by all corporate action of the Borrower, and this First, Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (( regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendmentthe First, the Replacement Notes Amendment or the Credit Agreement, as amended herebyby this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of any Law to which the Borrower is subject or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor Borrower or any of their respective properties are its property is subject; and (e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained Person, including the Board of Directors of the Borrower, is required for the (i) the execution, delivery or performance by the Borrower of this First Amendment or Amendment, and the Replacement Notes Credit Agreement, as amended by this First Amendment, or (ii) the acknowledgement by each Guarantor of this First AmendmentAmendment by any Guarantor.

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Loan Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower Company has full power and authority to execute and deliver this First Fifth Amendment, each Revolving Loan the $25,000,000 Note payable to the order of each Lender Bank One, Texas, N.A. in the amount form of each such Lender’s Commitment as increased by this First Amendment Exhibit A hereto (collectivelythe "Bank One Note"), the “Replacement Notes”$50,000,000 Note payable to the order of Bank of America, N.A. in form of Exhibit C hereto (the "Bank of America Note"), (ii) and this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Fifth Amendment, the Replacement Notes and the Credit Loan Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawslaw; (d) neither the execution, delivery and performance of this First Fifth Amendment, the Replacement Notes Bank One Note, the Bank of America Note or the Credit Loan Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower any Law to which Company or any GuarantorSubsidiary is subject, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Company or any Guarantor Subsidiary or any of their respective properties are property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (other than the Board of Directors of Company), is required for (i) the execution, delivery or performance by the Borrower Company of this First Amendment Fifth Amendment, the Bank One Note or the Replacement Notes Bank of America Note or (ii) the acknowledgement acknowledgment of this Fifth Amendment by each Guarantor of this First AmendmentSubsidiary which executed the Guaranty Agreement (a "Guarantor").

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower each Loan Party represents and warrants that, as of the date hereof: (a) the representations and warranties of the Loan Parties contained in Article V of the Credit Agreement and the or any other Loan Documents Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Second Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Second Amendment as if such representations and warranties were being made on and as of such datethe Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to paragraph 7.12 subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower each Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this First Second Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Second Amendment and the Replacement Notes have has been duly executed and delivered by the Borrowereach Loan Party, and (iii) this First Amendment, the Replacement Notes Second Amendment and the Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Borrowersuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or Second Amendment and the Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) the certificate or articles contravene any material term of incorporation or the applicable constituent documents or bylaws any of the Borrower or any Guarantor, such Person's Organization Documents; (ii) conflict with or result in any Law applicable breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other similar instruments, to which such Person is a party or affecting such Person or the Borrower properties of such Person or any Guarantor of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any indenture, agreement or other instrument applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the Borrowerextent that any such conflict, any Guarantor breach, contravention, creation, requirement or any of their respective properties are subject; andviolation could reasonably be expected to have a Material Adverse Effect; (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for (i) in connection with the execution, delivery or performance by the Borrower by, any Loan Party of this First Second Amendment other than those already obtained or the Replacement Notes or performed; and (iif) the acknowledgement by each Guarantor Organization Documents of this First Amendmentthe Loan Parties and the resolutions of such Loan Parties attached to the officer's certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement (other than with respect to Section 4.5 of the Credit Agreement as a result of that certain Loan and the other Loan Documents Security Agreement, Security Agreement in Copyrighted Works and Patent and Trademark Security Agreement, each dated March 26, 1997, with Greyrock Business Credit, a division of NationsCredit Commercial Corporation) are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute and deliver this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Second Amendment and the Replacement Notes have been duly executed and delivered by the BorrowerNote, and (iii) this First Second Amendment, the Replacement Notes Note, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Second Amendment, the Replacement Notes Note or the Credit Agreement, as amended hereby, nor the consummation of any transactions transaction contemplated herein or therein, will conflict with (i) the certificate any law, rule or articles of incorporation or the applicable constituent documents or bylaws of regulation to which the Borrower is subject, or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor Borrower or any of their respective properties are its property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person (including any partner of the Guarantor) not previously already obtained is required for (i) the execution, delivery or performance by (i) the Borrower of this First Second Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendmentthe Guaranty Agreement.

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a1) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b2) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i3) the Borrower has full power and authority to execute and deliver this First Third Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by and this First Third Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d4) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, Third Amendment nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law, the certificate or articles of incorporation incorporation, bylaws or the applicable constituent documents or bylaws other governance document of the Borrower or any Guarantorof its Subsidiaries, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Borrower or any Guarantor of its Subsidiaries or any of their respective properties are property is subject; and (e5) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower or any Guarantor), is required for (i) the execution, delivery or performance by the Borrower of this First Third Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor acknowledgment of this First AmendmentThird Amendment by any Guarantor.

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Loan Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower Company has full power and authority to execute and deliver this First Second Amendment, each Revolving Loan the $40,000,000 Note payable to the order of each Lender NationsBank in the amount form of each such Lender’s Commitment as increased by this First Amendment Exhibit A hereto (collectivelythe "NationsBank Note"), the “Replacement Notes”$20,000,000 Note payable to the order of Bank of America in the form of Exhibit B hereto (the "Bank of America Note"), (ii) this First Amendment and the Replacement Notes have been duly executed $10,000,000 Note payable to the order of Comerica in the form of Exhibit C hereto (the "Comerica Note") (the NationsBank Note, the Bank of America Note and delivered by the BorrowerComerica Note are collectively referred to herein as the "Notes"), and (iii) this First Second Amendment, the Replacement Notes and the Credit Loan Agreement, as amended hereby, and the Notes constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; law; and (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor or any of their respective properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (other than the Board of Directors of Company), is required for (i) the execution, delivery or performance by the Borrower Company of this First Second Amendment or the Replacement Notes or (ii) the acknowledgement of this Second Amendment by each Guarantor of this First AmendmentSubsidiary which executed the Guaranty Agreement (a "Guarantor").

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute and deliver this First Amendment, each Revolving Loan Note payable the Notes referred to the order in SECTION 3(c) of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectivelythe "REPLACEMENT NOTES"), and the Credit Agreement, as amended hereby, the “Replacement Notes”)execution, (ii) this First Amendment delivery and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) performance of this First Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, has been duly authorized by all corporate action of the Borrower, and this First Amendment, the Replacement Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with (i) the certificate any law, rule or articles of incorporation or the applicable constituent documents or bylaws of regulation to which the Borrower or any Guarantorof its Subsidiaries is subject, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Borrower or any Guarantor of its Subsidiaries or any of their respective properties are property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) the execution, delivery or performance by the Borrower of this First Amendment or Amendment, the Replacement Notes Notes, and the Credit Agreement, as amended hereby, or (ii) the acknowledgement by each Guarantor of this First AmendmentAmendment by each Guarantor.

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

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

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereofhereof and after giving effect to the waiver contemplated by the foregoing Section 2: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute and deliver this First AmendmentAmendment and the Collateral Documents, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes Collateral Documents have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes Amendment and the Credit Agreement, as amended hereby, constitute constitute, and the Collateral Documents, upon the occurrence of a Collateral Trigger Event, will constitute, the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any Guarantor or any of their respective properties are subject; and (ed) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the consent of the Board of Directors of the Borrower) is required for (i) the execution, delivery or performance by the Borrower Company of this First Amendment or and the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First AmendmentCollateral Documents.

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

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

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ic) the Borrower has full power and authority to execute and deliver this First Amendment, each Revolving Second Amendment and the $107,960,000 Facility B Term Loan Note payable to NationsBank, N.A. (the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”"NationsBank Note"), (ii) and this First Second Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, NationsBank Note constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Second Amendment or the Credit Agreement, as amended hereby, NationsBank Note nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law, the certificate or articles of incorporation incorporation, bylaws or the applicable constituent documents or bylaws other governance document of the Borrower or any Guarantorof its Subsidiaries, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Borrower or any Guarantor of its Subsidiaries or any of their respective properties are property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (other than the Board of Directors of the Borrower), is required for (i) the execution, delivery or performance by the Borrower of this First Second Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor acknowledgment of this First AmendmentSecond Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the waiver and amendments contemplated by the foregoing Sections 2 and 3: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the Borrower has full corporate power and authority to execute execute, deliver and deliver perform this First AmendmentAgreement, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), and (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes Agreement and the Credit Agreement, as amended hereby, constitute the legal, valid and binding respective obligations of the Borrower, enforceable against the Borrower, in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance by the Borrower of this First Amendment, the Replacement Notes or Agreement and the Credit Agreement, as amended hereby, nor the consummation do not and will not conflict with, result in a breach of or constitute a default under, any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws Organization Document of the Borrower or any Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument Contractual Obligation to which the Borrower, any Guarantor Borrower is a party or any of their by which its respective properties are subject; andmay be bound; (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person (including the Borrower’s Board of Directors) not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or the Replacement Notes or Agreement; (iif) the acknowledgement by each Guarantor Subsidiaries appearing as Guarantors on the signature pages of this First Amendment.Agreement constitute all Subsidiaries of the Borrower who are required to be Guarantors pursuant to the Credit Agreement..

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereofhereof and after giving effect to this Second Amendment: (a) the The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such representations and warranties that are qualified as to materiality or “Material Adverse Effect” are true and correct in all respects) on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, 6446435v.1 25690-675 in which case they shall be true and correct in all material respects (except that such representations and warranties that are qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the extent permitted by the Credit Agreement; (b) no No event has occurred and is continuing which constitutes a Default or an Event of Default; (i) the The Borrower has full power and authority to execute and deliver this First Second Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Second Amendment and the Replacement Notes have has been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither Neither the execution, delivery and performance of this First Amendment, the Replacement Notes Second Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any the Guarantor, (ii) any Law applicable to the Borrower or any the Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, any the Guarantor or any of their respective properties are subject; and (e) no No authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this First Second Amendment or the Replacement Notes or (ii) the acknowledgement by each the Guarantor of this First Second Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of that after giving effect to the date hereofamendments contemplated by the foregoing Section 1: (a1) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as though made on and as of such date, except to the extent that any such representations and warranties specifically refer representation or warranty relates expressly to an earlier date, a specified date or is no longer correct because of a change in which case they shall be true and correct as of such earlier date, and except to circumstances permitted by the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit AgreementLoan Documents; (b2) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i3) the Borrower has full power and authority to execute and deliver this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, the Replacement Notes Fourth Amendment, and the Credit Agreement, as amended hereby, and this Amendment, the Fourth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d4) neither the execution, delivery and performance of this First Amendment, the Replacement Notes Fourth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or thereinby this Amendment, will contravene or conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the any Law to which Borrower or any Guarantor, (ii) any Law applicable to the Borrower of its Subsidiaries is subject or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, Borrower or any Guarantor of its Subsidiaries or any of their respective properties are property is subject; and (e5) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority Tribunal or other Person not previously obtained Person, is required for (i) the execution, delivery or performance by the Borrower of this First Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor acknowledgment of this First AmendmentAmendment by any Guarantor.

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

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

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