Aarons 2015 Annual Report Download - page 107

3. Representations and Warranties. Borrowers represent and warrant to Agent and Lenders that:
(a) All warranties and representations made to Agent and Lenders under the Loan Agreement and the Credit
Documents are true and correct in all material respects.
(b) The execution and delivery by Borrowers of this Amendment and the performance by Borrowers of the
transactions herein and therein contemplated (i) are and will be within Borrowers’ powers, (ii) have been authorized by all necessary
organizational action, and (iii) do not and will not violate any provisions of any law, rule, regulation, judgment, order, writ, decree,
determination or award or breach any provisions of the charter, bylaws or other organizational documents of Borrowers, or constitute a
default or result in the creation or imposition of any security interest in, or lien or encumbrance upon, any assets of any Borrower
(immediately or with the passage of time or with the giving of notice and passage of time, or both) under any other contract, agreement,
indenture or instrument to which any Borrower is a party or by which any Borrower or its property is bound with failure to comply
resulting in a material adverse change in the business, operations, property (including the Collateral) or financial condition of
Borrowers.
(c) This Amendment and any assignment, instrument, document, or agreement executed and delivered in connection
herewith will be valid, binding and enforceable in accordance with its respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity.
(d) No Event of Default or Default has occurred under the Loan Agreement or any of the other Credit Documents.
4. Representations and Release of Claims. Except as otherwise specified herein, the terms and provisions hereof shall in no
manner impair, limit, restrict or otherwise affect the obligations of Borrowers or any third party to Agent and Lenders as evidenced by
the Credit Documents. Borrowers hereby acknowledge, agree, and represent that (a) as of the date of this Amendment, there are no
claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Credit Documents or the other obligations
created or evidenced by the Credit Documents; (b) as of the date of this Amendment, no Borrower has any claims, offsets, defenses or
counterclaims arising from any of Agent’s or any existing or prior Lender’s acts or omissions with respect to the Credit Documents or
Agent’s or any existing or prior Lender’s performance under the Credit Documents; and (c) Borrowers promise to pay to the order of
Agent and Lenders the indebtedness evidenced by the Notes according to the terms thereof. In consideration of the modification of
certain provisions of the Credit Documents, all as herein provided, and the other benefits received by Borrowers hereunder, Borrowers
hereby RELEASE, RELINQUISH and forever DISCHARGE Agent and Lenders, and their predecessors, successors, assigns,
shareholders, principals, parents, subsidiaries, agents, officers, directors, employees, attorneys and representatives (collectively, the
“Released Parties”), of and from any and all present claims, demands, actions and causes of action of any and every kind or character,
whether known or unknown, which a Borrower has or may have against Released Parties arising out of or with respect to any and all
transactions
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