Common use of Representations and Warranties; No Default Clause in Contracts

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby. (b) By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its their execution hereof, the Borrower and each Subsidiary Guarantor hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that after giving effect to this Amendment: (ia) each of the representations and warranties set forth of the Borrower and each other Credit Party contained in Article VI of the Credit Agreement and the other Loan Documents (both before and after giving effect that are subject to this Agreement and the transactions contemplated hereby) is materiality or Material Adverse Effect qualifications are true and correct as in all respects and the representations and warranties of the date hereof as if fully set forth hereinBorrower and each other Credit Party contained in Article VI of the Credit Agreement and each other Loan Document that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects, in each case, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty case they shall remain be true and correct as of such earlier date; and ; (iib) no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (bc) By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and corporate, limited liability company or other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cd) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each of the Subsidiary Guarantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Subsidiary Guarantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereofthe Borrower, the Original U.S. Borrower and each Grantor hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Borrower, the Borrower Original U.S. Borrower, the Parent and each of the Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, each of the Borrower and each Subsidiary Guarantor hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement, the Subsidiary Guaranty Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, each of the Borrower and each Subsidiary Guarantor hereby represents and warrants that it each of the Borrower and each Subsidiary Guarantor has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, each of the Borrower and each Subsidiary Guarantor hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each Subsidiary Guarantor party thereto, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each Subsidiary Guarantor party thereto, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its their execution hereof, the Borrower Borrowers hereby certifies certify that (i) each of the representations and warranties set forth in the Credit Agreement, the Letter of Credit Agreement and the other Loan Credit Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, herein (except for any representation to the extent that such representations and warranty made as of an earlier warranties relate to a specific date, in which representation case such representations and warranty warranties shall remain be true and correct as of such earlier specific date; ) and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its their execution hereof, the Borrowers represent and warrant that as of the date hereof there are no claims or offsets against or defenses or counterclaims to any of the obligations of any Borrower or any Guarantor under the Credit Agreement, the Letter of Credit Agreement or any other Credit Document. (c) By their execution hereof, the Borrowers hereby represents represent and warrants warrant that it each Borrower and each Guarantor has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement . This Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of each Borrower and each Guarantor, and each such document constitutes the legal, valid and binding obligation of the Borrowereach Borrower and each Guarantor, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remediesterms. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, , (a) the Borrower hereby certifies that represents and warrants that: (i) each of the representations and warranties set forth contained in the Credit Agreement and the other each Loan Documents Document (both before and after giving effect to including this Agreement and the transactions contemplated herebyAgreement) is are true and correct in all material respects on and as of the date hereof as if fully set forth hereinFirst Amendment Effective Date, except for other than any representation and warranty made as of such representations or warranties that, by their express terms, refer to an earlier date, in which representation and warranty case they shall remain have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.First Amendment Effective Date; and (b) By its execution hereof, the Borrower hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficer of the Borrower, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereofthe Parent, the Borrower and each of the Grantors hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the consent set forth in Section 2 and the amendments set forth in Section 3 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (A) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Parent, the Borrower and each of the Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Parent, the Borrower and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerParent, the Borrower and each of the Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.; and (diii) The Borrower represents and warrants that each term and condition of Section 2.5 neither EDC nor Fairfax is an Affiliate of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5Borrower or any of its Subsidiaries.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereofthe Parent, the Borrower and each of the Grantors hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the amendments set forth in Section 2 above and the waivers set forth in Section 3 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (A) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Parent, the Borrower and each of the Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Parent, the Borrower and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerParent, the Borrower and each of the Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereof, the Borrower and each Subsidiary Grantor hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (A) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Borrower, the Borrower Parent and each of the Subsidiary Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, the Parent and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Parent and each of the Subsidiary Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower Company hereby certifies that certifies, represents and warrants to the Purchasers that: (ia) each of the representations and warranties set forth in the Credit Note Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) documents executed in connection therewith is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and or would result after giving effect to this Agreement or Amendment and the transactions contemplated hereby.; (b) By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its an duly authorized officersofficer of the Company, and each such document constitutes the legal, valid and binding obligation of the BorrowerCompany, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.; and (d) The Borrower represents and warrants the Subsidiaries that each term and condition of Section 2.5 are signatories to this Amendment as Subsidiary Guarantors constitute all of the Credit Agreement has been satisfied in Subsidiaries that are required to guaranty the manner set forth in such Section 2.5Obligations pursuant to the terms of the Note Agreement.

Representations and Warranties; No Default. (a) By its their execution hereof, the Borrower hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby. (b) By its execution hereof, the Borrower Party hereby represents and warrants that it as follows: (a) Such Loan Party has the right, power and authority and has taken all necessary corporate and company other action to authorize the executionexecution and delivery of, delivery and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective termsparty. (cb) By its execution hereof, the Borrower hereby represents and warrants that this This Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (dc) The Borrower represents Each of the representations and warrants warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof and on the Amendment Effective Date (provided that each term DIBV shall no longer exist per such Amendment Effective Date), except to the extent that such representations and condition warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 2.5 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default has been satisfied in occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and the manner set forth in such Section 2.5transactions contemplated hereby. (e) No Loan Party is an EEA Financial Institution.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereofThe Borrower and each Subsidiary Guarantor hereby certifies, represents and warrants to the Borrower hereby certifies Administrative Agent and the Lenders that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebycontinuing. (b) By its execution hereofThe Borrower and each Subsidiary Guarantor hereby certifies, the Borrower hereby represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each of the Subsidiary Guarantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Subsidiary Guarantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of the date hereof as if fully set forth herein, herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; ) and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, the Borrower hereby represents and warrants that it each of the Guarantors has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each of the Guarantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Guarantors, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that , (ia) each of the Borrower and the Guarantors represents and warrants that the representations and warranties set forth contained in the Credit Agreement each Loan Document (including this Amendment and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated herebyExisting Credit Agreement) is are true and correct on and as of the date hereof as if fully set forth hereinhereof, except for other than any representation and warranty made as of such representations or warranties that, by their express terms, refer to an earlier date, in which representation and warranty case they shall remain have been true and correct on and as of such earlier date; date and (ii) that no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.Effective Date; (b) By its execution hereof, each of the Borrower and the Guarantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, execution and delivery of this Amendment and the performance of this Amendment, the Amended Credit Agreement, the Guaranty Agreement, the Collateral Agreement and each other document executed in connection herewith or therewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby or thereby; and (cii) By its execution hereofthis Amendment, the Borrower hereby represents and warrants that this Guaranty Agreement, the Collateral Agreement and each other document executed in connection herewith or therewith has been duly executed and delivered by its the duly authorized officersofficers of each Loan Party, and each such document constitutes the legal, valid and binding obligation of the Borrowereach such Loan Party, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) All Communications Licenses are held by License Subsidiaries as of the date hereof. (b) After giving effect to the amendments set forth in Section 2(n) above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of the date hereof as if fully set forth herein, herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (bc) By its execution hereof, the Borrower hereby represents and warrants that it It has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (cd) By its execution hereof, the Borrower hereby represents and warrants that this Agreement This Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower and each Guarantor hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement, the Guaranty Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, the Borrower and each Guarantor hereby represents and warrants that it the Borrower and each Guarantor thereof has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement This Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each Guarantor party thereto, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each Guarantor party thereto, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: (a) By its execution hereof, the Borrower hereby certifies that (i) each all of the Borrower’s representations and warranties set forth contained in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is are true and correct in all material respects on and as of the date hereof as if fully set forth herein, of Borrower’s execution of this Amendment except for any representation to the extent that such representations and warranty made as of warranties expressly relate solely to an earlier date, date (in which representation case such representations and warranty warranties shall remain have been true and correct accurate on and as of such earlier date; ) and except for changes in factual circumstances specifically and expressly permitted hereunder; (iib) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to of Borrower’s execution of this Agreement or the transactions contemplated hereby.Amendment under any Loan Document; (bc) By its execution hereof, Borrower and Parent have the Borrower hereby represents and warrants that it has the right, power and authority to enter into this Amendment and has taken to perform all necessary corporate and company action to authorize of their respective obligations hereunder; (d) the execution, delivery and performance of this Agreement Amendment by Borrower and each Parent have been duly authorized by all necessary corporate, partnership or other document executed in connection herewith action; (e) the execution and delivery of this Amendment and performance thereof by Borrower and Parent does not and will not violate the organizational documents of Borrower or Parent or the Certificate of Incorporation, By-laws or other organizational documents of CBL Holdings I, Inc. and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to which it is a party in accordance with Borrower, Parent, CBL Holdings I, Inc., or their respective terms.properties; and (cf) By its execution hereofthis Amendment and the Consent and Reaffirmation attached as Annex II hereto, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the constitute legal, valid and binding obligation obligations of the Borrowerparties thereto, enforceable in accordance with its the respective terms except as such enforceability may be limited by thereof, subject to bankruptcy, insolvencyinsolvency and similar laws of general application affecting the rights and remedies of creditors and, reorganization, moratorium or similar state or federal debtor relief laws from time with respect to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition the remedies of Section 2.5 specific enforcement, subject to the discretion of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5court before which any proceeding therefor may be brought.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that , (ia) each of the representations and warranties set forth in the Credit Agreement Borrower and the other Loan Documents Parties represents and warrants that the representations and warranties contained in each Loan Document (both before and after giving effect to including this Agreement Amendment and the transactions contemplated herebyCredit Agreement) is are true and correct in all material respects on and as of the date hereof as if fully set forth hereinhereof, except for other than any representation and warranty made as of such representations or warranties that, by their express terms, refer to an earlier date, in which representation and warranty case they shall remain have been true and correct in all material respects on and as of such earlier date; date and (ii) that no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.Effective Date; (b) By its execution hereof, each of the Borrower and the Guarantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, execution and delivery of this Amendment and the performance of this Amendment, the Credit Agreement, the Guaranty Agreement, the Collateral Agreement and each other document executed in connection herewith or therewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby or thereby; and (cii) By its execution hereofthis Amendment, the Borrower hereby represents and warrants that this Guaranty Agreement, the Collateral Agreement and each other document executed in connection herewith or therewith has been duly executed and delivered by its the duly authorized officersofficers of each Loan Party, and each such document constitutes the legal, valid and binding obligation of the Borrowereach such Loan Party, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) A. By its execution hereof, the each Borrower and each Subsidiary Guarantor hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated herebyAmendment) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; date and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) B. By its execution hereof, the each Borrower and each Subsidiary Guarantor hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) C. By its execution hereof, the each Borrower and each Subsidiary Guarantor hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Borrower or such Subsidiary Guarantor, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. The Borrower hereby represents and warrants to the Banks, the Facility Agent and the Administrative Agent as follows: (a) By its execution hereof, the Borrower hereby certifies that (i) each Each of the representations and warranties set forth contained in the Credit Agreement, the other Loan Documents or any in any document or instrument delivered pursuant to or in connection with the Credit Agreement are true at and as of the date hereof with the same effect as if made at and as of the date hereof (except to the extent of changes resulting directly from the transactions contemplated or permitted by the Credit Agreement and the other Loan Documents (both before and after changes occurring during the ordinary course of business that singly or in the aggregate are not materially adverse to the Banks or the business or financial affairs of the Borrower, and to the extent that such representations and warranties relate expressly to an earlier date). After giving effect to this Agreement Waiver and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth hereinAmendment, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default event has occurred and is continuing as of on the date hereof both before and after giving effect to this Agreement hereon that constitutes a Default or the transactions contemplated herebyEvent of Default. (b) By its The execution hereof, and delivery by the Borrower hereby represents of this Waiver and warrants that it has Amendment and the rightperformance by the Borrower of its obligations hereunder in accordance with its terms: (i) are within the corporate powers of the Borrower, power and authority and has taken have been duly authorized by all necessary corporate action, and company do not and will not contravene any provision of law applicable to the Borrower; (ii) do not require any approval, consent, order, authorization, or license by, or giving notice to, or taking any other action with respect to authorize any governmental or regulatory authority, under any provisions of any laws or any governmental rules, regulations, orders or decrees applicable to and binding upon the executionBorrower, delivery except such as have been obtained, and performance are in full force and effect and adequate for their purposes; (iii) do not require any filing, recording or enrolling of this Agreement any instrument with any governmental or regulatory authority of any political subdivision thereof except such as have been obtained and each are in full force and effect and adequate for their purposes; (iv) do not contravene the terms of the certificate of incorporation, by-laws or other document executed corporate governance documents; (v) will not conflict with or result in connection herewith any breach or contravention of or the creation of any Lien under any indenture, agreement, lease, instrument or undertaking to which it the Borrower is a party in accordance with their respective terms.or by which any of its properties, assets or rights is or will become bound or affected; and (cvi) By its execution hereof, the Borrower hereby represents is and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, will be a valid and legally binding obligation of the Borrower, Borrower and is and will be enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state laws relating to or federal debtor relief laws from time to time in effect which affect affecting generally the enforcement of creditors' rights rights. (c) The execution, delivery and effectiveness of this Waiver and Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent, the Facility Agents or any Bank under the Credit Agreement or any of the other Loan Documents. Without limiting the generality of the fore-going, the Borrower agrees and acknowledges that, except as expressly set forth herein, this Waiver and Amendment shall not constitute a waiver by the Banks, the Facility Agents or the Administrative Agent of any condition, provision or covenant in general the Credit Agreement or any Loan Document, including, without limitation, any condition to borrowings and shall not in any way preclude the availability Banks, the Facility Agents or the Administrative Agent from exercising all rights, powers and remedies under and in respect of equitable remediesthe Credit Agreement, the Loan Documents or otherwise. (d) The Borrower represents shall reimburse the Administrative Agent and warrants that each term the Banks for all of their expenses, including, without limitation, attorneys' fees and condition of Section 2.5 expenses, incurred in connection with the negotiation, preparation, execution, and administration of the Credit Agreement has been satisfied in provisions, of this Waiver and Amendment and the manner set forth in such Section 2.5other documents and instruments contemplated hereby.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereof, the Borrower hereby represents and warrants that it each of the Subsidiary Grantors has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Subsidiary Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) A. By its execution hereof, the each Borrower and each Guarantor hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated herebyAmendment) is true and correct in all material respects as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; date (provided that any representation and warranty that is qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects) and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) B. By its execution hereof, the each Borrower and each Guarantor hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) C. By its execution hereof, the each Borrower and each Guarantor hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Borrower or such Guarantor, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: (a) By its execution hereof, the Borrower hereby certifies that (i) each all of the Borrower's representations and warranties set forth contained in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is are true and correct in all material respects on and as of the date hereof as if fully set forth herein, of Borrower's execution of this Waiver and Amendment except for any representation to the extent that such representations and warranty made as of warranties expressly relate solely to an earlier date, date (in which representation case such representations and warranty warranties shall remain have been true and correct accurate on and as of such earlier date; ) and except for changes in factual circumstances specifically and expressly permitted hereunder; (iib) no Default or Event of Default has occurred and is continuing as of the date hereof both before of Borrower's execution of this Waiver and after giving effect to this Agreement or the transactions contemplated hereby.Amendment under any Loan Document; (bc) By its execution hereof, Borrower and Parent have the Borrower hereby represents and warrants that it has the right, power and authority to enter into this Waiver and has taken Amendment and to perform all necessary corporate and company action to authorize of their respective obligations hereunder; (d) the execution, delivery and performance of this Agreement Waiver and each Amendment by Borrower and Parent have been duly authorized by all necessary corporate, partnership or other document executed in connection herewith action; (e) the execution and delivery of this Waiver and Amendment and performance thereof by Borrower and Parent does not and will not violate the organizational documents of Borrower or Parent or the Certificate of Incorporation, By-laws or other organizational documents of CBL Holdings I, Inc. and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to which it is a party in accordance with Borrower, Parent, CBL Holdings I, Inc., or their respective terms.properties; and (cf) By its execution hereofthis Waiver and Amendment and the Consent and Reaffirmation attached as Annex II hereto, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the constitute legal, valid and binding obligation obligations of the Borrowerparties thereto, enforceable in accordance with its the respective terms except as such enforceability may be limited by thereof, subject to bankruptcy, insolvencyinsolvency and similar laws of general application affecting the rights and remedies of creditors and, reorganization, moratorium or similar state or federal debtor relief laws from time with respect to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition the remedies of Section 2.5 specific enforcement, subject to the discretion of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5court before which any proceeding therefor may be brought.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement Loan Agreement, the Schedule, and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) made by it is true and correct in all material respects as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date; , and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed by it in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed by it in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general availability relating to or similar state or federal debtor relief laws from time to time in effect which affect the enforcement affecting creditors’ rights and by general principles of creditors' rights in general and the availability of equitable remediesequity. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, each of the Borrower and the U.S. Borrower hereby certifies that certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation and or warranty made as of an earlier date, which representation and warranty shall remain is true and correct in all respects as of such earlier date; the date hereof) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Borrower, the U.S. Borrower hereby represents and warrants that it each of the Additional Grantors has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, the U.S. Borrower and each of the Additional Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the U.S. Borrower and each of the Additional Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.; and (d) The Borrower represents Alpha-Bravo Merger Sub, Inc. has no assets or liabilities and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied does not engage in the manner set forth in such Section 2.5any business, operations or activities.

Representations and Warranties; No Default. (a) By its execution hereof, the each Borrower and each Guarantor hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated herebyAmendment) is true and correct in all material respects as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; date (provided that any representation and warranty that is qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects) and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, the each Borrower and each Guarantor hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the each Borrower and each Guarantor hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Borrower or such Guarantor, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower and each Guarantor hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement Agreement, the Guaranty Agreement, and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, the Borrower and each Guarantor hereby represents and warrants that it the Borrower and each Guarantor thereof has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement This Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each Guarantor party hereto or thereto, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each Guarantor party hereto or thereto, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that (iafter giving effect to this First Amendment) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation herein and warranty made that as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) the date hereof no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebycontinuing. (b) By its execution hereof, the Borrower hereby represents and warrants that it each of the Credit Parties has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement First Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. This First Amendment has been duly executed and delivered by the duly authorized officers of the Credit Parties party thereto, and each such document constitutes the legal, valid and binding obligation of such Credit Parties, enforceable in accordance with its terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement on and after the Holdings Senior Subordinated Note Issuance Date (a) the obligations of Holdings under each Loan Documents to which it is a party will constitute "Senior Indebtedness" (however denominated) of Holdings under and as defined in the Holdings Senior Subordinated Note Indenture and (b) the obligations of the Borrower and each other document executed in connection herewith has been duly executed and delivered by of its duly authorized officers, and Subsidiaries under each such document constitutes the legal, valid and binding obligation Loan Document to which it is a party constitute "Senior Indebtedness" (however denominated) of the BorrowerBorrower or such Subsidiary, enforceable in accordance with its terms except as such enforceability the case may be limited by bankruptcybe, insolvencyunder and as, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied defined in the manner set forth in such Section 2.5Holdings Senior Subordinated Note Indenture, if applicable.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereof, the Borrower and each Subsidiary Grantor hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the waiver set forth in Section 2 above and the amendments set forth in Section 3 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (A) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Borrower, the Borrower Parent and each of the Subsidiary Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, the Parent and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Parent and each of the Subsidiary Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated herebyAmendment) is true and correct in all material respects as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; date (provided that any representation and warranty that is qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects) and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereofthe Borrower, the Original U.S. Borrower and each Grantor hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the waiver set forth in Section 2 above and the amendments set forth in Section 3 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Borrower, the Borrower Original U.S. Borrower, the Parent and each of the Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, herein (except for any representation to the extent that such representations and warranty made as of an earlier warranties relate to a specific date, in which representation case such representations and warranty warranties shall remain be true and correct as of such earlier specific date; ) and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, the Borrower hereby represents and warrants that it as of the date hereof there are no claims or offsets against or defenses or counterclaims to any of the obligations of the Borrower or any Guarantor under the Credit Agreement or any other Loan Document. (c) By its execution hereof, the Borrower hereby represents and warrants that the Borrower and each Guarantor has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement . This Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each Guarantor, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each Guarantor, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remediesterms. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) A. By its execution hereof, the each Borrower and each Subsidiary Guarantor hereby certifies that (i) each of the representations and warranties set forth in the Initial Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement Amendment and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; date and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) B. By its execution hereof, the each Borrower and each Subsidiary Guarantor hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) C. By its execution hereof, the each Borrower and each Subsidiary Guarantor hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Borrower or such Subsidiary Guarantor, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The D. By its execution hereof, the US Borrower hereby represents and warrants that each term after giving effect to this Amendment and condition any Extensions of Section 2.5 of Credit made in connection therewith, the Credit Agreement has been satisfied US Borrower and its Subsidiaries will be in pro forma compliance with the manner financial covenants set forth in Article IX of the Amended Credit Agreement. E. By its execution hereof, each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such Section 2.5documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrowers and its Subsidiaries and made its own decision to make its Loans and issue or participate in Letters of Credit hereunder and enter into this Amendment and the other Loan Documents to which Lenders are a party.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower each Loan Party hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth hereinAgreement, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and or would result after giving effect to this Agreement or the transactions contemplated herebyhereunder. (b) By its execution hereof, the Borrower hereby (i) represents and warrants that all statements made by or on behalf of the Borrower related to the Restatement in all annual, regular, periodic and special reports that the Borrower has filed with the SEC on or prior to the date of this Agreement are true, correct and complete in all material respects and (ii) confirms and agrees that, from the date of this Agreement through and including the date upon which the Administrative Agent and the Lenders receive the Required Financial Statements and the Restatement Financial Statements (such date, the “Delivery Date”), (A) it has, and will have, sufficient liquidity (exclusive of any further requests for Credit Extensions) to meet all of its anticipated expenditures and (B) it will not request any Credit Extension on or prior to the Delivery Date (other than a continuation or conversion of an existing Eurocurrency Rate Loan or the extension/renewal of an existing Letter of Credit). (c) By its execution hereof, each Loan Party hereby represents and warrants that such Person has the right, all requisite power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (cd) By its execution hereof, the Borrower hereby represents and warrants that this This Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of each Loan Party, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remediesterms. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its their execution hereof, the Borrower hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby. (b) By its execution hereof, the Borrower Party hereby represents and warrants that it as follows: (a) Such Loan Party has the right, power and authority and has taken all necessary corporate and company other action to authorize the executionexecution and delivery of, delivery and the performance of this Agreement Consent and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (cb) By its execution hereof, the Borrower hereby represents and warrants that this Agreement This Consent and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (dc) The Borrower represents Each of the representations and warrants warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to the extent that each term such representations and condition warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 2.5 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default has been satisfied in occurred or is continuing nor would any Default or Event of Default result after giving effect to this Consent and the manner set forth in such Section 2.5transactions contemplated hereby.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower each Credit Party hereby certifies that (after giving effect to this Consent) (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; date and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before hereof, except, in each case, where such foregoing certifications may be untrue by reason of the issuance and after giving effect dating of previously issued stock options and the accounting therefor, all as previously disclosed to this Agreement or the transactions contemplated herebyAdministrative Agent and in filings with the Securities and Exchange Commission (the "Stock Option Event"). (b) By its execution hereof, the Borrower each Credit Party hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement Consent and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower each Credit Party hereby represents and warrants that this Agreement and each other document executed in connection herewith Consent has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Credit Party, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereofthe Borrower, the Original U.S. Borrower and each Grantor hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the waiver set forth in Section 2 above and the amendments set forth in Section 3 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Borrower, the Borrower Original U.S. Borrower, the Parent and each of the Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereofIn order to induce the Required Lenders to enter into this Amendment, the Borrower Borrowers (other than Cable Car, solely with respect to Section 6.8 of the Existing Credit Agreement) hereby certifies that jointly and severally (i) each of confirm, reaffirm and restate that the representations and warranties set forth in Article VI of the Existing Credit Agreement and the in each other Loan Documents Document (in each case as amended hereby) are true and correct in all material respects as of the date hereof and as of the Second Amendment Effective Date (unless such representations and warranties are stated to relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (ii) represent and warrant that, both immediately before and after giving effect to this Agreement the amendments and the transactions contemplated hereby) is true and correct as of the date hereof as if fully waivers set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as continuing. (b) The execution, delivery and performance by each Borrower of this Amendment, the date hereof Notes and each other Loan Document executed or to be executed by it are within each such Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Borrower's Organic Documents, (ii) contravene any material contractual restriction, law or governmental regulation or court decree or order binding on or affecting such Borrower, or (iii) result in, or require the creation or imposition of, any Lien (other than Liens permitted under the Loan Documents) on any of such Borrower's properties. (c) This Amendment, the Notes and each other Loan Document executed by each Borrower in connection herewith constitute the legal, valid and binding obligations of such Borrower enforceable in accordance with their respective terms, in each case subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (d) Cable Car further represents and warrants that, both immediately before and after giving effect to this Agreement or the transactions contemplated hereby. amendments set forth herein, (bi) By its execution hereof, the Borrower hereby represents and warrants that it Cable Car has the right, power and authority and has taken all necessary corporate and company action to authorize the execution, delivery and performance of this Agreement and each no outstanding Indebtedness other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms except than as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in Item 7.2.2(c) of the Disclosure Schedule attached hereto, (ii) Cable Car has no Subsidiaries other than Old San Francisco and Fountain Classics, as set forth on Item 6.8 of the Disclosure Schedule attached hereto, (iii) Cable Car and its Subsidiaries own no real property having a value in excess of $1,000,000 and (iv) Cable Car and its Subsidiaries have no lease of real property on which such Section 2.5Person holds personal property having a value in excess (or anticipated during the relevant leasehold term to exceed) $1,000,000.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereof, the Borrower and each Subsidiary Grantor hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the waiver set forth in Section 2 above and the amendments set forth in Section 3 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (A) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Borrower, the Borrower Parent and each of the Subsidiary Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, the Parent and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Parent and each of the Subsidiary Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. By their execution hereof, Holdings, the Borrower and each of the Subsidiary Guarantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (a) By its execution hereofafter giving effect to the amendments set forth in Section 2 above, the Borrower hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before is true, correct and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct complete in all material respects as of the date hereof as if fully set forth hereinhereof, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true true, correct and correct complete as of such earlier date; provided, that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true, correct and complete in all respects as of the date hereof; (iib) no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (bc) By its execution hereof, the Borrower hereby represents and warrants that it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cd) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of Holdings, the Borrower and each of the Subsidiary Guarantors, and each such document constitutes the legal, valid and binding obligation of Holdings, the BorrowerBorrower and each of the Subsidiary Guarantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. Each Credit Party hereby jointly and severally represent and warrant to the Lender that (a) By its execution hereof, the Borrower hereby certifies that (i) each all of the Credit Parties' representations and warranties set forth contained in the Credit Agreement and Agreement, the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is Amendment are true and correct on and as of the date hereof as of this Amendment (or, if fully set forth herein, except for any such representation and or warranty is expressly stated to have been made as of an earlier a specific date, which representation and warranty shall remain true and correct as of such earlier specific date) except, in the case of the representation set forth in Section 6.1(q) of the Credit Agreement, as reflected in the Borrower's interim financial statements for the period ending November 30, 1999; and (iib) no Default or Event of Default has occurred and is continuing as of the such date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby. under any Loan Document; (bc) By its execution hereof, the Borrower hereby represents and warrants that it each Credit Party has the right, power and authority to enter into this Amendment and has taken the other Amendment Documents to which it is a party and to perform all necessary corporate of its obligations hereunder and company action to authorize thereunder; (d) the execution, delivery and performance of this Agreement Amendment and the Amendment Documents have been duly authorized by all necessary corporate or partnership action on the part of each other document executed in connection herewith to which it is a Credit Party; (e) this Amendment and the Amendment Documents are the legal, valid and binding obligations of the Credit Parties party thereto, enforceable in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. ; and (df) The Borrower represents the execution and warrants that each term delivery of this Amendment and condition of Section 2.5 of the Amendment Documents and performance thereof by the Credit Agreement has been satisfied in Parties do not and will not violate the manner set forth in such Section 2.5Certificate or Articles of Incorporation, By-laws or other organizational documents of any Credit Party and do not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to any Credit Party or its properties.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof (before and after giving effect to the European Subsidiary Sale and the waivers hereunder) as if fully set forth herein, except for any representation herein unless such representations and warranty made as of an earlier warranties relate to a specific date, in which representation case such representations and warranty warranties shall remain be true and correct as of such earlier date; specific date and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and nor will such Default or Event of Default exist under the Credit Agreement (including without limitation, Article IX (Financial Covenants) thereof) after giving effect to this Agreement or Amendment and to the transactions contemplated herebyEuropean Subsidiary Sale. (b) By its execution hereof, the Borrower represents and warrants that as of the date hereof there are no claims or offsets against or defenses or counterclaims to any of the obligations of the Borrower or any Subsidiary Guarantor under the Credit Agreement or any other Loan Document. (c) By its execution hereof, the Borrower hereby represents and warrants that it the Borrower and each Subsidiary Guarantor has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement . This Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each Subsidiary Guarantor, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each Subsidiary Guarantor, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remediesterms. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereof, each of the Borrower and each Subsidiary Grantor hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects (unless such representation and warranty is subject to a materiality qualifier in which case it must be true and correct in all respects) as of the date hereof as if fully set forth herein, (except for any representation to the extent such representations and warranty made as of warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representation and warranty shall remain is subject to a materiality qualifier in which case it must be true and correct in all respects) as of such the earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of under the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.Credit Agreement; and (b) By its execution hereof, the Borrower and each Subsidiary Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Subsidiary Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereofthe Borrower, the Original U.S. Borrower and each Grantor hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the amendments set forth in Sections 2 and 3 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Borrower, the Borrower Original U.S. Borrower, the Parent and each of the Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. Borrower hereby represents and warrants to the Administrative Agent and the Lenders that: (a) By its execution hereof, the Borrower hereby certifies that (i) each all of the Borrower’s representations and warranties set forth contained in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is are true and correct in all material respects on and as of the date hereof as if fully set forth herein, of Borrower’s execution of this Waiver and Amendment except for any representation to the extent that such representations and warranty made as of warranties expressly relate solely to an earlier date, date (in which representation case such representations and warranty warranties shall remain have been true and correct accurate on and as of such earlier date; ) and except for changes in factual circumstances specifically and expressly permitted hereunder; (iib) no Default or Event of Default has occurred and is continuing as of the date hereof both before of Borrower’s execution of this Waiver and after giving effect to this Agreement or the transactions contemplated hereby.Amendment under any Loan Document; (bc) By its execution hereof, Borrower and Parent have the Borrower hereby represents and warrants that it has the right, power and authority to enter into this Waiver and has taken Amendment and to perform all necessary corporate and company action to authorize of their respective obligations hereunder; (d) the execution, delivery and performance of this Agreement Waiver and each Amendment by Borrower and Parent have been duly authorized by all necessary corporate, partnership or other document executed in connection herewith action; (e) the execution and delivery of this Waiver and Amendment and performance thereof by Borrower and Parent does not and will not violate the organizational documents of Borrower or Parent or the Certificate of Incorporation, By-laws or other organizational documents of CBL Holdings I, Inc. and does not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to which it is a party in accordance with Borrower, Parent, CBL Holdings I, Inc., or their respective terms.properties; and (cf) By its execution hereofthis Waiver and Amendment and the Consent and Reaffirmation attached as Annex II hereto, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the constitute legal, valid and binding obligation obligations of the Borrowerparties thereto, enforceable in accordance with its the respective terms except as such enforceability may be limited by thereof, subject to bankruptcy, insolvencyinsolvency and similar laws of general application affecting the rights and remedies of creditors and, reorganization, moratorium or similar state or federal debtor relief laws from time with respect to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition the remedies of Section 2.5 specific enforcement, subject to the discretion of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5court before which any proceeding therefor may be brought.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) After giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of the date hereof as if fully set forth herein, herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, the Borrower hereby represents and warrants that it It has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement This Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its their execution hereof, the Borrower hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby. (b) By its execution hereof, the Borrower Party hereby represents and warrants that it as follows: (a) Such Loan Party has the right, power and authority and has taken all necessary corporate and company other action to authorize the executionexecution and delivery of, delivery and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective termsparty. (cb) By its execution hereof, the Borrower hereby represents and warrants that this This Agreement and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (dc) The Borrower represents Each of the representations and warrants warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof and on the Amendment Effective Date (provided that each term DHBV shall no longer exist per such Amendment Effective Date), except to the extent that such representations and condition warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 2.5 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default has been satisfied in occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and the manner set forth in such Section 2.5transactions contemplated hereby. (e) No Loan Party is an Affected Financial Institution.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, except for any representation herein unless such representations and warranty made as of an earlier warranties relate to a specific date, in which representation case such representations and warranty warranties shall remain be true and correct as of such earlier date; specific date and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, the Borrower represents and warrants that as of the date hereof there are no claims or offsets against or defenses or counterclaims to any of the obligations of the Borrower or any Subsidiary Guarantor under the Credit Agreement or any other Loan Document. (c) By its execution hereof, the Borrower hereby represents and warrants that it the Borrower and each Subsidiary Guarantor has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement . This Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each Subsidiary Guarantor, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each Subsidiary Guarantor, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remediesterms. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, each of the Borrower and the U.S. Borrower hereby certifies that certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Borrower, the U.S. Borrower hereby represents and warrants that it each of the Additional Grantors has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, the U.S. Borrower and each of the Additional Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the U.S. Borrower and each of the Additional Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower hereby certifies that certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation and or warranty made as of an earlier date, which representation and warranty shall remain is true and correct in all respects as of such earlier date; the date hereof) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereof, the Borrower hereby represents and warrants that it each of the Subsidiary Grantors has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Subsidiary Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies.; and (d) The Borrower represents Alpha-Bravo Merger Sub, Inc. has no assets or liabilities and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied does not engage in the manner set forth in such Section 2.5any business, operations or activities.

Representations and Warranties; No Default. By their execution hereof, (a) By its execution hereofthe Borrower, the Original U.S. Borrower and each Grantor hereby certifies certifies, represents and warrants to the Administrative Agent and the Lenders that (i) after giving effect to the amendments set forth in Sections 2 and 3 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct in all material respects as of the date hereof as if fully set forth herein(except to the extent that (i) any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, except for any in which case such representation or warranty is true and warranty made correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation and or warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and or is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated hereby.continuing; (b) By its execution hereofthe Borrower, the Borrower Original U.S. Borrower, the Parent and each of the Grantors hereby certifies, represents and warrants that to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms.terms and the transactions contemplated hereby; and (cii) By its execution hereof, the Borrower hereby represents and warrants that this Agreement and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, enforceable in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' ’ rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.

Representations and Warranties; No Default. (a) By its execution hereof, the Borrower and each Guarantor hereby certifies that (i) each of the representations and warranties set forth in the Credit Agreement, the Guaranty Agreement and the other Loan Documents (both before and after giving effect to this Agreement and the transactions contemplated hereby) is true and correct as of the date hereof as if fully set forth herein, herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; ) and (ii) that no Default or Event of Default has occurred and is continuing as of the date hereof both before and after giving effect to this Agreement or the transactions contemplated herebyhereof. (b) By its execution hereof, the Borrower and each Guarantor hereby represents and warrants that it the Borrower and each Guarantor thereof has the right, power and authority and has taken all necessary corporate and company other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms. (c) By its execution hereof, the Borrower hereby represents and warrants that this Agreement This Amendment and each other document executed in connection herewith has been duly executed and delivered by its the duly authorized officersofficers of the Borrower and each Guarantor party hereto or thereto, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each Guarantor party hereto or thereto, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. (d) The Borrower represents and warrants that each term and condition of Section 2.5 of the Credit Agreement has been satisfied in the manner set forth in such Section 2.5.