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

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments waiver contemplated by the foregoing Section 12: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentAmendment and the Collateral Documents, this First Amendment and the Collateral Documents have been duly executed and delivered by the Borrower, and this First Amendment constitutes and the Credit Agreement, as amended hereby, 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;; and (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the consent of the Board of Directors of the Borrower or any Guarantor), Borrower) is required for the execution, delivery or performance by the Borrower Company of this First Amendment or and the acknowledgment of this First Amendment by any GuarantorCollateral Documents.

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments 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 are true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full corporate power and authority to execute execute, deliver and deliver perform this First AmendmentFourth Amendment and (iii) this Fourth Amendment and the Credit Agreement, and this First Amendment constitutes 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 Fourth Amendment nor and the consummation Credit Agreement, as amended hereby, do not and will not conflict with, result in a breach of or constitute a default under, any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document Organization Document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument Contractual Obligation to which the Borrower is a party or any of by which its Subsidiaries or any of their respective property is subjectproperties may be bound; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Borrower’s Board of Directors of the Borrower or any Guarantor), Directors) not previously obtained is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorFourth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by 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; (b2) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c3) the Borrower has full power and authority to execute and deliver this First Third Amendment, and this First Third Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d4) neither the execution, delivery and performance of this First Third Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e5) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any Guarantor), is required for the execution, delivery or performance by the Borrower of this First Third Amendment or the acknowledgment of this First Third Amendment by any Guarantor.

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except as otherwise expressly provided in said Section 4.2 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentAmendment and the New Revolving Credit Note (as defined in Section 3(b) below), and this First Amendment constitutes Amendment, the New Revolving Credit Note, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;; and (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any GuarantorBorrower), is required that has not been obtained for the execution, delivery or performance by the Borrower of this First Amendment or and the acknowledgment of this First Amendment by any GuarantorRevolving Credit Note.

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

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

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

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

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

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

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

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

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments amendment contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First AmendmentAmendment and the Revolving Credit Note, and this First Amendment constitutes Amendment, the 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 Amendment, the Revolving Credit Note or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Lawlaw, the articles of incorporation, bylaws rule or other governance document of regulation to which the Borrower or any of its SubsidiariesSubsidiaries is subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including other than the Board of Directors of the Borrower or any GuarantorBorrower), is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment Revolving Credit Note or the acknowledgement of this First Amendment by any each Guarantor.

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

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

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

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

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

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

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

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

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

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Loan Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower Company has full power and authority to execute and deliver this First Fifth Amendment, the $25,000,000 Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto (the "Bank One Note"), the $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"), and this First Amendment constitutes Fifth Amendment, the 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 Amendment Fifth Amendment, the Bank One Note, the Bank of America Note or the Loan Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower Law to which Company or any of its SubsidiariesSubsidiary is subject, or any indenture, agreement or other instrument to which the Borrower Company or any of its Subsidiaries Subsidiary or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including other than the Board of Directors of the Borrower or any GuarantorCompany), is required for the execution, delivery or performance by the Borrower Company of this First Amendment Fifth Amendment, the Bank One Note or the Bank of America Note or the acknowledgment of this First Fifth Amendment by any each Subsidiary which executed the Guaranty Agreement (a "Guarantor").

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

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

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments waiver contemplated by the foregoing Section 12: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Second Amendment, and this First Second Amendment constitutes has been duly executed and delivered by the Borrower, and this Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;; and (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the consent of the Board of Directors of the Borrower or any Guarantor), Borrower) is required for the execution, delivery or performance by the Borrower Company of this First Amendment or the acknowledgment of this First Amendment by any GuarantorSecond Amendment.

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof 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 are true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full corporate power and authority to execute execute, deliver and perform this Third Amendment and the Security Agreement, (ii) each Granting Party has full legal power and authority to execute, deliver and perform the Security Agreement, (iii) this First Third Amendment, the Security Agreement and this First Amendment 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 the Borrowereach 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 Amendment nor the consummation of any transactions contemplated herein will conflict with any LawThird Amendment, the articles Security Agreement and the Credit Agreement, as amended hereby, do not and will not conflict with, result in a breach of incorporationor constitute a default under, bylaws or other governance document any Organization Document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument Contractual Obligation to which the Borrower is a party or by which its respective properties may be bound and (ii) the execution, delivery and performance by each Granting Party of the Security Agreement does not and will not conflict with, result in a breach of or constitute a default under any Organization Document of any Granting Party or any of Contractual Obligation to which any Granting Party is a party or by which its Subsidiaries or any of their respective property is subjectproperties may be bound; and (e) (i) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (including the Borrower’s Board of Directors of the Borrower or any Guarantor), Directors) not previously obtained is required for the execution, delivery or performance by the Borrower of this First Third Amendment and the Security Agreement and (ii) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person (including any Granting Party’s Board of Directors or similar governing body) not previously obtained is required for the acknowledgment of this First Amendment execution, delivery or performance by any GuarantorGranting Party of the Security Agreement.

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by 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 if made on and as of such date; except as otherwise expressly provided in Section 4.2 of the Credit Agreement; (b2) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c3) the Borrower has full power and authority to execute and deliver this First Fifth Amendment, and this First Fifth Amendment constitutes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment nor the consummation of any transactions contemplated herein will conflict with any Law, the articles of incorporation, bylaws or other governance document of the Borrower or any of its Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property is subject; and (e4) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any GuarantorBorrower), is required that has not been obtained for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgment of this First Amendment by any GuarantorFifth Amendment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Credit Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has Borrowers have full power and authority to execute and deliver this First Amendment, and (ii) this First Amendment constitutes has been duly executed and delivered by the Borrowers, and (iii) this First 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 or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law, the articles Legal Requirement or Organization Documents of incorporation, bylaws or other governance document of the Borrower or any of its SubsidiariesBorrower, or any indenture, agreement or other instrument to which the any Borrower or any of its Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower Borrowers or any Guarantor), ) is required for (i) the execution, delivery or performance by the Borrower Borrowers of this First Amendment or (ii) the acknowledgment acknowledgement by each Guarantor of this First Amendment by any GuarantorAmendment.

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

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