Enforceability of Loan Documents. This Amendment, the Financing Agreement as amended by this Amendment, and each other Loan Document to which any Loan Party is or will be a party, when delivered hereunder, will be, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by principles of equity.

Reaffirmation of Loan Documents. All of the terms and provisions of the Credit Agreement and the other Loan Documents shall, except as expressly amended and modified hereby, remain in full force and effect and are hereby ratified and affirmed by the Company, as amended. This Amendment is a Loan Document. Following the Amendment Effective Date, any reference to the Credit Agreement in the Loan Documents shall mean the Credit Agreement as amended or supplemented hereby. Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or the other Loan Documents in similar or different circumstances.

Modifications to Loan Documents. All references in the Loan Documents to the “Mortgage” shall mean the “Mortgage,” as amended by this Agreement.

Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party or the Specified Designated Borrower denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

Correction of Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties, and Bank shall deliver to Borrower copies of all Loan Documents so corrected.

Unenforceability of Loan Documents. Any Loan Document shall cease to be in full force and effect (other than, in the case of a Note, as contemplated hereby), any action shall be taken by or on behalf of [[Organization A:Organization]] to discontinue or to assert the invalidity or unenforceability of any of its obligations under any Loan Document, or [[Organization A:Organization]] or any Person acting on behalf of [[Organization A:Organization]] shall deny that [[Organization A:Organization]] has any further liability under any Loan Document or shall give notice to such effect.

Financing Assistance. The Company agrees that Aspen shall be paid $250,000 in cash as compensation for all matters relating to the Financing pursuant to this Agreement (“Financing Compensation”) within twenty (20) business days of the date on which the Company consummates the Acquisition, or such other mutually agreed upon timeframe.

Consent to Amendment of Loan Documents. Immediately upon the effectiveness hereof, the Lenders hereby consent to such amendments to the Loan Documents (including any Exhibits, Schedules or Annexes thereto) now or hereafter as the Administrative Agent shall approve to effect the transactions contemplated by this Agreement and the Restated Credit Agreement. The Company agrees to enter into (and, as necessary, to cause the other Loan Parties to enter into) such amendments.

The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents. This Amendment and the Amended Credit Agreement shall not constitute a novation of the Existing Credit Agreement or the other Loan Documents.

Indebtedness outstanding on the date hereofRestatement Date and listed on [Schedule 7.02] and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable (when taken as a whole) to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest 885707.04-LACSR02A - MSW