Common use of Representations and Warranties of the Borrower Clause in Contracts

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. The Borrower is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 4.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants warrants, as of the Effective Date (other than with respect to paragraph (l)) and as of the Lender Closing Date, as follows: 4.1. (a) The Borrower (i) is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower New Jersey and (ii) is duly qualified and in good standing under the laws of New Jersey and each of the respective states in which its principal operating facilities are located, except, with respect to conduct its business and has this clause (ii) only, in states where the requisite corporate power and authority and any necessary governmental authority, franchise, license failure to be so qualified or permit in good standing would not reasonably be expected to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesresult in a Material Adverse Effect. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes (i) are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and (ii) do not contravene (x) the Borrower’s charter or by-laws or (y) law or any material contractual restriction binding on the Borrower or, to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation knowledge of the Borrower, any other contractual restriction binding on the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes. (d) This Agreement and the Notes (when delivered hereunder) have been duly executed and delivered and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 4.3. (i) The execution and delivery consolidated balance sheets of this Agreement by the Borrower does notand its Consolidated Subsidiaries as at September 30, 2013, and the performance by related statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Administrative Agent, fairly present the consolidated financial condition of the Borrower and its obligations under this AgreementConsolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such date, will not all in accordance with generally accepted accounting principles consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 2014 and the related unaudited consolidated statements of income and cash flows for the six months then ended and set forth in the Borrower’s Report on Form 10-Q for the quarter ended June 30, 2014, copies of which have been furnished to the Administrative Agent, fairly present, in conformity which generally accepted accounting principles applied on a basis consistent with the financial statements referred to in clause (i) conflict with or violate of this paragraph (e), the organizational documents consolidated financial position of the Borrower, Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable subject to the Borrower or by which any of its properties or assets is bound or affected; normal year-end adjustments). (iii) violate any agreement Since September 30, 2013, there has been no material adverse change in the business, condition (financial or arrangement otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended. (f) There is no pending (or, to the Borrower’s knowledge, threatened) action or proceeding against the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are completeSubsidiaries before any court, accurategovernmental agency or arbitrator, and fairly present the financial condition of Borrower as of the dates stated, and in which there have been no material is likely to be an adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower decision that could (i) would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Borrower and its ability Subsidiaries, taken as a whole, except as disclosed in filings made by the Borrower with the Securities and Exchange Commission on or before October 5, 2014, or (ii) purports to perform its obligations under affect the legality, validity, binding effect or enforceability of this AgreementAgreement or any Note. 4.6(g) No proceeds of any Loan will be used directly or indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) The Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all other material tax returns required to be filed by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for filings or payments the failure of which to make would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (i) Each Plan, and, to the knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in the ordinary course of business, to the PBGC established under ERISA in connection with any Plan or Multiemployer Plan. (j) The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (k) No statement, information, report, representation, or warranty made by the Borrower in this Agreement or furnished to the Administrative Agent or any Lender by or on behalf of the Borrower in connection with this Agreement or contained in any filing made by the Borrower with the Securities and Exchange Commission (taken as a whole with all other information, including amendments and supplements then filed with the Securities and Exchange Commission) contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (l) The Borrower and its Subsidiaries are, as of the Closing Date, after giving effect to the Acquisition and the making of the Loans and application of the proceeds thereof, on a consolidated basis, Solvent. (m) Each of the Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any real estate asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such real estate asset or the operations of the Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (i) None of the Borrower or any of its Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower, employees, agents, advisors or Affiliates is the subject of any sanctions or economic embargoes administered or enforced by the United States, the United Kingdom, the United Nations, the European Union, the respective institutions or agencies of any of the foregoing, or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, regulationsrules, regulations and ordinancesorders, and no event collectively, “Sanctions Law”). (ii) None of the Borrower or any of its Subsidiaries or their respective directors, officers or employees or, to the knowledge of the Borrower, agents, advisors or Affiliates acting for or on behalf of the Borrower or its Subsidiaries has occurred that could result engaged in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, activity or other material obligations, and no event has occurred that, with notice and/or lapse of time, conduct which would constitute a defaultmaterial violation of (x) any Sanctions Laws, (y) the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption laws, rules, regulations or orders (collectively, “Anti-Corruption Laws”) or (z) the USA PATRIOT Act or any other applicable terrorism or money laundering laws, rules, regulations or orders (collectively, “Anti-Money Laundering Laws”). 4.8. Except (iii) Each of the Borrower and its Subsidiaries and Affiliates has instituted and maintained policies, procedures and a system of internal controls designed to promote and achieve compliance with all Sanctions Laws, Anti-Corruption Laws, and Anti-Money Laundering Laws. (iv) No part of the proceeds of the Loans will be used, directly or indirectly, (x) for the representations and warranties set forth purpose of financing any activities or business of or with any Person that at such time is the subject of any Sanctions, with or in Section ‎5 hereinany country or territory to the extent that such country or territory is the subject of any Sanctions, or in any other manner that reasonably would be expected to result in the Borrower did not receive or any other representations Lender being in breach of any Sanctions Laws, (y) for any payments to any governmental official or warranties from employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Law, or (z) in any way that would violate the LenderUSA PATRIOT Act or any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender Lenders and the Agent that each of the following matters is true and correct as followsof the execution date of this Agreement and the Drawdown Date. If it is found out that any of the representations and warranties is not true at any later date, then the Borrower will immediately notify the Lenders and the Agent of such effect in writing and bear any and all Damages, Etc. incurred by the Lenders or the Agent arising therefrom: 4.1. The (i) the Borrower is a corporation stock company (kabushiki-kaisha) duly organized incorporated and validly existing under the laws of Japan; (ii) the State Borrower falls under none of Israel. The Borrower is duly qualified the provisions stipulated from (a) to conduct its business (i) in Schedule 5 (i) and has none of relationships stipulated from (a) to (e) in Schedule 5 (ii). (iii) the requisite corporate Borrower has all necessary and complete legal power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority right to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered perform this Agreement, which constitutes a valid and binding obligation the execution and performance of this Agreement, and the transactions hereunder, are within the corporate purposes of the Borrower, and the Borrower has duly completed all procedures necessary therefor under the Laws and Ordinances, the Articles of Incorporation and other internal company rules of the Borrower; (iv) the execution and performance of this Agreement, and the transactions hereunder, do not violate (a) any Laws and Ordinances which bind the Borrower, (b) the Articles of Incorporation and other internal company rules of the Borrower, and (c) any third-party contract to which the Borrower is a party or which binds the Borrower; (v) the person who signed or attached his/her name and seal to this Agreement on behalf of the Borrower is authorized to sign or attach his/her name and seal to this Agreement as the representative of the Borrower by all procedures necessary pursuant to the Laws and Ordinances, the Articles of Incorporation or other internal company rules of the Borrower; (vi) this Agreement constitutes legal, valid and binding obligations of the Borrower, and is enforceable against the Borrower it in accordance with its terms. 4.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.;

Representations and Warranties of the Borrower. The Borrower represents and warrants to to, and covenants with the Lender Lender, that, as followsof the Closing Date, except as set forth on the Disclosure Report: 4.1(a) Exhibit G hereto sets forth the organizational structure of the --------- Borrower, and the equity interests and holders therein. The Borrower is a corporation duly organized and limited partnership validly existing and in good standing under the laws of the State of IsraelDelaware and is qualified to do business in each jurisdiction where the nature of its business or location of the Properties requires it to be so qualified. The Borrower General Partner is duly a corporation validly existing and in good standing under the laws of the State of Delaware and is qualified to conduct do business in each jurisdiction where the nature of its business or location of the Properties requires it to be so qualified. Neither the General Partner nor the Borrower has engaged in any business unrelated to the ownership of the Properties. Neither the General Partner nor the Borrower has assets other than those related to the Properties; (b) The Borrower has, and at relevant times has had, the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to own its assets and conduct its business, to execute and deliver this Agreement each of the Transaction Documents and all Operational Agreements to which the Borrower is a party and to consummate carry out the transactions contemplated hereunder. There are no other consentsthereby; (c) The execution, approvals, authorizations or permits required on its part for delivery and performance by the consummation Borrower of (i) each of the transactions contemplated hereunder. The Transaction Documents and (ii) the Operational Agreements to which the Borrower has is a party have been duly and validly authorized by all necessary actions and proceedings on the part of the General Partner and the Borrower, and no further approvals or filings of any kind, including, without limitation, any approval of or filing with any Governmental Authority, are required as a condition thereof; (d) Neither the execution and delivery of each of the Transaction Documents and the Operational Agreements, nor the fulfillment of or compliance with the terms and conditions thereof: (i) will conflict with or result in any breach or violation of any law, rule or regulation issued by any Governmental Authority, or any judgment or order applicable to the Borrower or the General Partner, or to which the Borrower or the General Partner or any of the Properties are subject; (ii) will conflict with or result in any breach or violation of, or constitute a default under, any of the provisions of the Amended and Restated Agreement of Limited Partnership of the Borrower, the Restated Certificate of Incorporation of the General Partner, or any agreement or instrument to which the Borrower or the General Partner is a party or to which the Borrower or the General Partner or any of the Properties is subject; or (iii) will result in or require the creation of any Lien on any of the Properties except Permitted Exceptions and Liens in favor of the Lender; (e) Each of (i) the Transaction Documents and (ii) the Operational Agreements to which the Borrower is a party, and, to the Best Knowledge of the Borrower, each of the Operational Agreements, if any, to which the Borrower is not a party, has been duly executed and delivered this Agreementby the Borrower and to the Best Knowledge of the Borrower, which the other parties thereto and constitutes a the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.terms subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law) To the Borrower's Best Knowledge, each of the Operational Agreements to which it is not a party has been duly executed and delivered by the parties thereto; 4.3(f) There is no Action pending to which the Borrower or the General Partner is a party or to which any Property is subject, directly or indirectly, and, to the Best Knowledge of the Borrower and, based on a certification to the Borrower by the Manager, of the Manager, no such Action is threatened or contemplated by any Person, in each case, other than an Action that does not involve an amount in controversy in excess of $25,000; (g) The Borrower has not received notice of, and does not have any knowledge of, any violations of any Legal Requirements affecting any Property or the construction, development, use, operation, maintenance or management thereof, except as set forth in the Exhibits and Schedules to this Agreement; (h) Neither the Borrower nor the General Partner has any subsidiaries; (i) Except for the Debt, since its inception, the Borrower has not incurred Indebtedness other than Purchase Money Security Interests and the debt to the Sumitomo Trust Bank Co., Ltd., New York Branch, described in the Disclosure Report, which has been paid in full; (j) The Borrower does not have any employees; (k) A true and complete copy of each Ground Lease (including all amendments, agreements, side letters and documents relating thereto) has been delivered to the Lender. Each Ground Lease is unmodified and in full force and effect and there is no material default by the Borrower thereunder nor, to the Borrower's Best Knowledge, by the lessor thereunder, and, to the Borrower's Best Knowledge, no event has occurred and is continuing which, with the passage of time and/or the giving of notice, would constitute a default or event of default under any Ground Lease; (l) True and complete copies of the Operational Agreements (including all amendments, agreements, side letters and all other material documents relating thereto other than those effected in the ordinary course of business and which individually or in the aggregate do not have an Individual Material Adverse Effect) have been made available to the Lender; each such agreement is unmodified and in full force and effect; to the Best Knowledge of the Borrower, there is no default by any party thereunder; and no event has occurred and is continuing which, with the passage of time and/or the giving of notice, would constitute a default or event of default by the Borrower thereunder in such circumstances that such default or event of default might have an Individual Material Adverse Effect. All necessary consents to the transactions described in the Transaction Documents required by such agreements have been obtained. Since its inception, neither the Borrower nor the General Partner has entered into any agreements or obligations other than the Transaction Documents, the Operational Agreements and other agreements relating to the Properties entered into in the ordinary course of business; (m) All necessary governmental consents, if any, to the transactions described in the Transaction Documents have been obtained; (n) The Operating Budget annexed hereto as Exhibit H contains all --------- anticipated operating expenses for the Properties for the year ending December 31, 1997. The Capital Budget annexed hereto as Exhibit I contains all --------- anticipated Capital and FF&E Expenditures for the Properties for the year ending December 31, 1997; (o) All Permits material to the operations of each Property have been obtained and are in full force and effect and are in the Borrower's name or available for its use; (p) Each Property has available to it adequate parking to comply with all Legal Requirements and to permit the operation of the Property as a hotel conforming to at least the standards applicable to Fairfield Inn by Marriott hotels and is in compliance with the Management Agreement; (q) The Borrower is not subject to any United States or state income, unincorporated business, capital, franchise or similar gross income or income based taxes; (i) Neither the Borrower, nor any ERISA Affiliate of the Borrower, maintains, sponsors, contributes to or is obligated to contribute to, or during the five (5) years ending on the date of the execution and delivery of this Agreement by the Agreement, has maintained, sponsored, contributed to or was obligated to contribute to, any Plan; (ii) The Borrower does not, and the performance by is not obligated to, maintain, sponsor or contribute to any Welfare Plan; (iii) The assets of the Borrower are not nor are they deemed "plan assets", whether by operation of law or under regulations promulgated under ERISA; (s) The Borrower (1) has not entered into any Transaction Document with the actual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for its obligations under this Agreement, will not (i) conflict with or violate the organizational documents Transaction Documents. The fair saleable value of the Borrower's assets is and immediately after the execution and delivery of the Transaction Documents will be greater than the Borrower's probable liabilities, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to including the Borrower or by which any maximum amount of its properties contingent liabilities or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4debts as such debts become absolute and matured. The financial statements issued by Borrower's assets do not and immediately after the execution and delivery of the Transaction Documents will not constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower and publicly available are complete, accuratedoes not intend to, and fairly present the financial condition of Borrower as of the dates stateddoes not believe that it will, incur debts and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actionsliabilities (including, suitswithout limitation, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on contingent liabilities and other commitments) beyond its ability to perform pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower); (t) The Borrower has not sustained any loss or interference with its obligations under this Agreement.business from fire, explosion, flood or other calamity, or from any labor dispute or governmental action, order or decree, nor has there been any material adverse change, nor any other development or event that, in each case, may have an Individual Material Adverse Effect; 4.6. Borrower is in material compliance with all applicable laws(u) The Security Documents, regulationswhen duly executed and delivered, and ordinances(to the extent required or contemplated) filed or recorded, will create a valid and no event has occurred that could result enforceable first priority perfected security interest in any material violation thereof.the Borrower's right, title and interest in and to the rights and properties described therein, as to which perfection may be effected by such filing or recording, for the benefit of the Lender, subject only to Permitted Exceptions; 4.7. (v) The Borrower is not in default under any debentures(1) an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, bondsas amended, (2) a "holding company" or other material obligationsa "subsidiary company" of a "holding company" or an "affiliate" of either a "holding company" or a "subsidiary company" within the meaning of the Public Utility Holding Company Act of 1935, and no event has occurred thatas amended, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive nor (3) subject to any other representations federal or warranties from the Lender.state law or regulation which purports to restrict or regulate its ability to borrow money;

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Agent and each Lender that the following statements are true, correct and complete as follows:of the date of this Amended and Restated Agreement and as of the date of each reaffirmation thereof made pursuant to Section 5.02 4.1. (a) (i): (a) The Borrower (i) is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower Colorado, and is duly qualified to conduct do business, and is in good standing as a foreign corporation, in each jurisdiction in which such qualification is necessary or proper in view of its business and operations or the ownership of its properties; (ii) does not own any material amount of capital stock of, or have any other material equity investment in, any Person other than its wholly-owned subsidiary, Vicorp Restaurants, Inc., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Borrower's ownership of 100,004 shares of Preferred Stock issued by a single issuer in replacement of a subordinated debenture in the original principal amount of $10,000,000 and (iii) has not (nor has any subsidiary) used or transacted business under any other corporate or trade name in the requisite corporate power and authority and any necessary governmental authoritypast five years, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry except as disclosed on its businessesSchedule 6.01(a). 4.2. (b) The execution, delivery and performance by the Borrower has of the full Loan Documents are within the Borrower's corporate power powers, have been duly authorized by all necessary corporate action, and authority do not contravene (i) the Borrower's charter or by-laws; or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consentsor filing with, approvals, authorizations any Governmental Authority or permits regulatory body is required on its part for the consummation due execution, delivery and performance by the Borrower of the transactions contemplated hereunder. Loan Documents. (d) The Borrower has duly and validly executed and delivered this AgreementLoan Documents are legal, which constitutes a valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. (e) The execution and delivery consolidated balance sheet of this Agreement by the Borrower does notand its subsidiaries as at July 31, 1997, and the performance by related consolidated statement of income and retained earnings of the Borrower and its subsidiaries for the three fiscal quarters then ended, copies of its obligations under this Agreementwhich have been furnished to the Agent and each Lender, will not (i) conflict with or violate fairly present the organizational documents financial condition of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Borrower and its subsidiaries on a consolidated basis as at such date and the results of the operations of the Borrower and its subsidiaries an a consolidated basis for the period ended on such date, all in accordance with GAAP consistently applied, and since July 31, 1997, there has been no material adverse change in such condition or by which any operations, or in the financial condition or operations of the Borrower and its properties subsidiaries. (f) There is no pending or assets is bound threatened action or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party to. 4.4. The before any Governmental Authority or arbitrator, which action or proceeding (i) may materially adversely affect the financial statements issued by condition or operations of the Borrower and publicly available are completeits subsidiaries on a consolidated basis or (ii) purports to affect the legality, accuratevalidity or enforceability of any Loan Document. (g) Neither the Borrower nor any of its subsidiaries is in violation of (i) any applicable statute, and fairly present regulation, rule, ordinance or permit of any Governmental Authority or (ii) any patent, patent application, copyright, trademark, trademark application, trade name, or license of any Governmental Authority, in each case, in any respect that may materially adversely affect the financial condition of Borrower as or operations of the dates statedBorrower and its subsidiaries on a consolidated basis. The Borrower possesses adequate licenses, permits and there other governmental approvals and authorization and adequate patents, trademarks, copyrights, trade names and licenses to continue to conduct its business as heretofore conducted by it. (h) Neither the Borrower nor any of its subsidiaries is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed or other similar agreement relating to the borrowing of monies to which it is a party or by which it is bound, which default may materially adversely affect the financial condition or operations of the Borrower or any of its subsidiaries. (i) All of the Borrower's and its subsidiaries' respective property, tangible and intangible, is free and clear of all Liens, except as specifically permitted by Section 7.02(a). (j) The Borrower and each of its subsidiaries have filed all Tax returns and other reports they are required by law to file and have paid all Taxes that are due and payable, other than those being contested in good faith by appropriate proceedings diligently conducted and for which adequate cash and financial reserves have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementsestablished. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for (k) Without limiting the representations and warranties set forth in Section ‎5 herein6.01(g), neither the Borrower did nor any of its subsidiaries has received notice to the effect or is otherwise aware that its operations are not receive in material compliance with all of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations or the subject of or likely to become the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any Contaminant into the environment, which non-compliance or remedial action could have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise) of the Borrower or any of its subsidiaries. (l) No Plan has any Unfunded Liabilities. Each Plan complies in all material respects with all applicable requirements of law and regulations; no Reportable Event has occurred with respect to any Plan; neither the Borrower nor any of its subsidiaries has withdrawn from any Plan or initiated steps to do so; and no steps have been taken to terminate any Plan. (m) None of the Borrower or any of its ERISA Affiliates maintains any employee welfare benefit plans within the meaning of Section 3(l) of ERISA that provides benefits to employees after termination of employment other representations than as required by Section 601 of ERISA. (n) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or warranties from carrying margin stock (within the Lendermeaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any extension of credit hereunder will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. : The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of IsraelDelaware. The execution, delivery and performance by the Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to execute and deliver of this Agreement and to consummate the transactions contemplated hereunder. There are no other consentsNotes or CAF Notes (if any), approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunderhereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower's certificate of incorporation or by-laws or any law or any contractual restriction binding on or affecting the Borrower, or (ii) constitute a default under any existing indenture, loan agreement or other material agreement to which the Borrower or any Subsidiary of the Borrower is a party. The No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes or CAF Notes (if any), and no law or regulation is applicable that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. This Agreement has been, and each of the Notes or CAF Notes (if any) when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes or CAF Notes (if any) when delivered hereunder will be, the legal, valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as of December 31, 2003, and the performance by related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of its obligations under this AgreementDeloitte & Touche LLP, will not (i) conflict with or violate independent public accountants, copies of which have been furnished to each Lender, fairly present, in all material respects, the organizational documents Consolidated financial condition of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2003, there has been no Material Adverse Change. There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party to. 4.4Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. The financial statements issued Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. Neither the Borrower nor any Subsidiary of the Borrower is an "investment company" as defined in, or otherwise subject to regulation under, the Investment Company Act of 1940, as amended. None of the execution and delivery of the Loan Documents by the Borrower and publicly available are complete, accurate, and fairly present or the financial condition performance of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations thereunder violate any regulation under this Agreement. 4.6the Public Utility Holding Company Act of 1935, as amended. The Borrower is and each of its Subsidiaries are in material substantial compliance with all applicable laws, ordinances, rules, regulations, and ordinancesrequirements of governmental authorities (including, without limitation, Environmental Laws and no event has occurred ERISA and the rules and regulations thereunder) except for any non-compliance that could result in any material violation thereofnot reasonably be expected to have a Material Adverse Effect. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. The (a) the Borrower is exists as a corporation duly organized under the laws of the Province of Alberta, and validly existing has not discontinued or been dissolved under any applicable laws and is in good standing with respect to the filing of annual reports and all other such requirements pursuant to the laws thereof; (b) the Guarantor exists as a corporation under the laws of the State of Israel. The Borrower is duly qualified to conduct its business Colorado, and has not discontinued or been dissolved under any applicable laws and is in good standing with respect to the requisite corporate power filing of annual reports and authority all other such requirements pursuant to the laws thereof; (c) the Borrower and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower each Subsidiary has the full corporate power and authority to execute (i) carry on its businesses as now being conducted and deliver is licensed or registered or otherwise qualified in all jurisdictions where in the nature of its assets or the business transacted makes such licensing, registration or qualification necessary, (ii) acquire, own, hold, lease and mortgage or grant security in its assets including real property and personal property and (iii) enter into and perform its obligations under this Agreement and to consummate the transactions contemplated all other documents or instruments delivered hereunder. There are no other consents; (d) this Agreement and all ancillary instruments or documents issued, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreementhereunder by the Borrower or the Guarantor, which as applicable, have been duly authorized by all necessary action of the Borrower and the Guarantor, as applicable, and each constitutes or will constitute a legal, valid and binding obligation of the BorrowerBorrower or the Guarantor, as applicable, enforceable against the Borrower or the Guarantor, as applicable, in accordance with its their terms., subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors and to the general principles of equity; 4.3. The (e) neither the Borrower nor any Subsidiary is in breach of or in default under any obligation in respect of borrowed money, and the execution and delivery of this Agreement by the Borrower does notand all ancillary instruments or documents issued and delivered hereunder or thereunder, and the performance of the terms hereof and thereof will not be, or result in, a violation or breach of, or default under, the Borrower’s or any Subsidiary’s constating documents, any law, judgment, agreement or instrument to which they are a party or may be bound; (f) neither the entering into of this Agreement nor any of the Security by the parties thereto will constitute a breach or default under or in respect of any agreement to which either the Borrower or the Guarantor is bound, and no consent, filing, authorization or approval is prudent or necessary under the terms of its obligations under this Agreementany such agreement to proceed with the transactions contemplated herein, will including but not limited to the granting of the Security by the parties thereto; (ig) conflict the Security creates a valid first registered charge, lien and security interest on the property and assets of the Borrower and the Guarantor, as applicable, which has been granted over the applicable properties and assets in accordance with the terms hereof; (h) no litigation or violate administrative proceedings before any court or governmental authority are presently ongoing, or have been threatened in writing, or to the organizational documents best of the Borrower’s knowledge are pending, (ii) violate against the Borrower, any law, statute, ordinance, rule, regulation, order, judgment Subsidiary or decree applicable to the Borrower or by which any of its their respective properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or affecting any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, their respective properties or proceedings pending or threatened against Borrower that assets which could have a material adverse effect on its ability their respective business, properties or assets; (i) the Borrower and each Subsidiary, as the case may be, is the legal and beneficial owner of or has the right to perform its obligations under this Agreement. 4.6. acquire the interests in the properties, business and assets referred to in the information circulars, prospectuses, annual information forms, offering memoranda, financial statements, material change reports and news releases filed with the Exchange and the securities regulatory authority or commission in each of the jurisdictions in which the Borrower is a reporting issuer on or during the twelve (12) months preceding the date hereof, and any other disclosure materials provided to the Lender and its advisers in conjunction with this transaction (collectively, the “Disclosure Record”), and any and all agreements pursuant to which the Borrower and each Subsidiary, as the case may be, holds or will hold any such interest in property, business or assets are in good standing in all material respects under the applicable statutes and regulations of the jurisdictions in which they are situated; (j) there has been no adverse material change (actual, contemplated or threatened) in the property, assets, business or operations of the Borrower or any Subsidiary within the past twelve (12) months, except as disclosed in the Disclosure Record; (k) the Disclosure Record is complete and accurate in all material respects and omits no facts, the omission of which makes the Disclosure Record, or any particulars therein, misleading, misrepresentative or incorrect in any material respect; (l) the Borrower and to the best of the Borrower’s knowledge each Subsidiary, has conducted and is conducting its businesses in material compliance with all applicable laws, regulationsbylaws, rules and regulations of each jurisdiction in which its businesses are now carried on and hold all licenses, registrations, permits, consents or qualifications (whether governmental, regulatory or otherwise) required in order to enable its businesses to be carried on as now conducted or as proposed to be conducted, and ordinancesall such licenses, registrations, permits, consents and qualifications are valid and subsisting and in good standing and neither the Borrower nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such licenses, registrations, permits, consents or qualifications which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the condition of such businesses, operations, condition (financial or otherwise) or income of the Borrower or any such Subsidiary, as the case may be; (m) no order ceasing or suspending trading in securities of the Borrower or prohibiting the sale or trading of securities by the Borrower has been issued and no proceedings for this purpose have been instituted, are pending, contemplated or threatened; (n) neither Canada Revenue Agency nor any other taxation authority has asserted or, to the best of the Borrower’s knowledge, has threatened to assert any assessment, claim or liability for taxes due or to become due in connection with any review or examination of the tax returns of the Borrower or any Subsidiary filed for any year which would have material adverse effect on the assets, properties, business, results of operations, prospects or condition (financial or otherwise) of the Borrower or any Subsidiary; (o) neither the Borrower nor any Subsidiary is a party to any material contract other than as disclosed in the Disclosure Record; (p) as at the date of this Agreement, except as disclosed in the Disclosure Record, no holder of outstanding shares in the capital of the Borrower will be entitled to any pre-emptive or any similar rights to subscribe for any of the shares in the capital of the Borrower or other securities of the Borrower or any Subsidiary, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debenturesrights, bondswarrants or options to acquire, or other material obligations, and no event has occurred that, with notice and/or lapse instruments convertible into or exchangeable for any shares in the capital of time, would constitute a default.the Borrower or any Subsidiary are outstanding; 4.8. Except (q) except for the representations Guarantor, Big Gas Sand Corporation, TransAtlantic Worldwide, Ltd., Transatlantic Worldwide Romania SRL, TransAtlantic Maroc, Ltd., TransAtlantic North Sea, Ltd. and warranties set forth in Section ‎5 hereinTransAtlantic Turkey, Ltd., the Borrower did has no direct or indirect subsidiary corporations; (r) except as disclosed to the Lender in writing prior to the date of this Agreement, the Borrower and each Subsidiary owns its business, operations and assets, as more particularly described in the Disclosure Record, and holds good title thereto, free and clear of all liens, claims or encumbrances whatsoever; (s) all factual information previously or contemporaneously furnished to the Lender by or on behalf of the Borrower for purposes of or in connection with this Agreement or any transaction contemplated hereby, is true and accurate in every material respect and such information is not receive incomplete by the omission of any other representations or warranties from material fact necessary to make such information not misleading; (t) after giving effect to the Lendertransactions contemplated in this Agreement, the Borrower and each Subsidiary are generally able to pay their debts as they come due; (u) the registered office of the Borrower is located at Xxxxx 0000, 000 – 0xx Xxx. X.X., Xxxxxxx, Xxxxxxx, X0X 0X0 and the chief executive office, principal place of business and place where the Borrower keeps its books and records is located at Xxxxx 0000, 000 – 0xx Xxx. X.X., Xxxxxxx, Xxxxxxx X0X 0X0; (v) the chief executive office, principal place of business and place where the Guarantor keeps its books and records is located at Suite 1755, 0000 X. Xxxxxxx Xxxxxxxxxx, Xxxxxx, Xxxxx 00000.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as followsDEQ that: 4.1. The Borrower (1) It is a corporation duly organized formed and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business public agency (as defined in ORS 468.423(2)) and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to execute enter into this Loan Agreement. (2) This Agreement has been duly authorized and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreementby an authorized officer of the Borrower and constitutes the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms. 4.3. The execution (3) All acts, conditions and delivery things required to exist, happen and be performed precedent to and in the issuance of this Agreement have existed, have happened, and have been performed in due time, form and manner as required by law. (4) Neither the execution of this Loan Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with any of the terms and conditions of this Loan Agreement will violate any provision of law, or any order of any court or other agency of government, or any agreement or other instrument to which the Borrower does not, and the performance is now a party or by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to which the Borrower or by which any of its properties or assets is bound bound. Nor will this Loan Agreement be in conflict with, result in a breach of, or affected; (iii) violate constitute a default under, any such agreement or arrangement other instrument, or, except as provided hereunder, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower. (5) This Loan Agreement does not create any unconstitutional indebtedness. The Loan Amount together with all of the Borrower’s other obligations does not, and will (6) The Project is a project which the Borrower or any of its subsidiaries are party tomay undertake pursuant to Oregon law and for which the Borrower is authorized by law to borrow money. 4.4. (7) The financial statements issued by the Borrower has full legal right and publicly available are complete, accurate, authority and fairly present the financial condition of Borrower all necessary licenses and permits required as of the dates stateddate hereof to own, operate and maintain the Facility and the Project, other than licenses and permits relating to the Facility or the Project which the Borrower expects to and shall receive in the ordinary course of business, to carry on its activities relating thereto, to execute and deliver this Agreement, to undertake and complete the Project, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under carry out and consummate all transactions contemplated by this Agreement. 4.6(8) The information contained herein which was provided by the Borrower is true and accurate in all respects, and there is no material adverse information relating to the Project or the Loan, known to the Borrower, that has not been disclosed in writing to DEQ. (9) No litigation exists or has been threatened that would cast doubt on the enforceability of the Borrower's obligations under this Loan Agreement. (10) The estimated Completion Date of the Project is January 31, 2017. The Borrower agrees to complete the Project by the estimated Completion Date. (11) The estimated total Costs of the Project are $13,620,000. (12) The Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower governmental rules and regulations to which it is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 hereinsubject, the failure to comply with which would materially adversely affect the ability of the Borrower did not receive any other representations to conduct its activities or warranties from undertake or complete the LenderProject or the condition (financial or otherwise) of the Borrower or the Project.

Representations and Warranties of the Borrower. The Borrower represents and warrants on the Effective Date (and, solely with respect to the Lender Specified Representations (i) on the Funding Date and (ii) to the extent required by Section 2.16, on the Maturity Date) as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State state of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesincorporation. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and to consummate the transactions contemplated hereunder. There are no other consentsNotes, approvalsif any, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby and thereby, are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action, and do not contravene (i) the Borrower’s charter or by-laws (or other equivalent organizational documents) or (ii) except where such contravention would not reasonably be expected to have a Material Adverse Effect, any law or contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes, if any, except as would not reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or the Notes, if any, or the material rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder. (d) This Agreement has been, and each of the Notes, if any, when delivered hereunder will have been, duly and validly executed and delivered by the Borrower. Assuming that this AgreementAgreement has been duly executed by the Administrative Agent and each of the Lenders, which constitutes a this Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not subject to (i) conflict bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law. (e) The Consolidated balance sheet of the Borrower as at December 31, 2012 and the related Consolidated statements of income and cash flows of the Borrower for the fiscal year then ended, which have been made publicly available on the SEC’s XXXXX system website, fairly present, in all material respects, the Consolidated financial condition of the Borrower as at such date and the Consolidated results of the operations of the Borrower for the period ended on such date, all in accordance with GAAP. (f) There is no pending or violate (to the organizational documents knowledge of the Borrower) threatened action, (ii) violate investigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party toSubsidiaries which has not been disclosed in the Borrower’s most recent Annual Report on Form 10-K or subsequent Quarterly Reports on Form 10-Q filed with the SEC on or prior to the date hereof before any court, governmental agency or arbitrator that is initiated by any Person other than a Lender in its capacity as a Lender (i) that is reasonably likely to have a Material Adverse Effect or (ii) that purports to affect the legality, validity or enforceability of any Loan Document and as to which there is a reasonable possibility of an adverse decision. 4.4. (g) Since December 31, 2012, there has been no Material Adverse Change. (h) The financial statements Borrower is not an Investment Company, as such term is defined in the Investment Company Act of 1940, as amended. (i) No part of the proceeds of any Loans will be used by the Borrower in any manner that would result in a violation of Regulation U or X, issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates statedFederal Reserve System. (j) Set forth on Schedule 4.01(j) hereof is a list of Subsidiaries of the Borrower that, and there have been no material adverse changes in Borrower’s financial condition since the date of for the most recent fiscal quarter of the Borrower, in the aggregate, together with the Borrower, accounted for not less than 65% of total revenues and sales as shown on the Consolidated financial statementsstatements of the Borrower for such fiscal quarter. 4.5. There are no actions(k) None of the Borrower, suits, investigationsany of its Restricted Subsidiaries, or proceedings pending any of the Borrower’s directors or threatened against officers, nor, to the knowledge of the Borrower, any directors or officers of any of the Borrower’s Restricted Subsidiaries, is the subject of sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (including by being listed on the list of Specially Designated Nationals and Blocked Persons issued by OFAC) or the U.S. Department of State (collectively, “Sanctions”). None of the Borrower nor its Restricted Subsidiaries is located, organized or resident in a country or territory that could have a material adverse effect on is the subject of Sanctions. No part of the proceeds of the Loans shall be used by the Borrower in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Borrower and each of its ability to perform its obligations under this Agreement. 4.6. Borrower Restricted Subsidiaries is in compliance, in all material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred thatrespects, with notice and/or lapse of time, would constitute a defaultthe Act. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as followsthat: 4.1. The Borrower (a) it has been duly incorporated, validly exists and is a corporation duly organized and validly existing in good standing under the laws jurisdiction of the State of Israel. The Borrower is duly qualified to conduct its incorporation and each jurisdiction where it carries on business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and been duly licensed to carry on its businesses.business in all jurisdictions where it is carrying on business; 4.2. The Borrower (b) it has the full corporate power and authority to enter into, execute and deliver and to keep, observe and perform all of the covenants, agreements and other obligations made by or imposed on it under this Agreement and the Promissory Note (collectively, the “Loan Documents”); (c) the Loan Documents and all other instruments and agreements delivered by the borrower to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations Lender pursuant to this Agreement have been or permits required will be validly executed by it or on its part for behalf and, when delivered to the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this AgreementLender, which constitutes a will be legal, valid and binding obligation obligations of the Borrowerit, enforceable against the Borrower in accordance with its their respective terms., except as enforcement may be limited by; 4.3. The execution (i) applicable bankruptcy, insolvency, moratorium, reorganization and similar laws at the time in effect affecting the rights of creditors generally; and (ii) equitable principles which may limit the availability of certain remedies, including the remedy of specific performance; (d) the execution, delivery of this Agreement by the Borrower does not, and the performance by it of the Borrower Loan Documents does not contravene any material provision of any regulation, order or permit applicable to it, or cause a breach of or constitute a default under or require any consent under any agreement or instrument to which it is a party or by which it is bound except such as have been obtained; (e) there are no suits or judicial proceedings or proceedings before any governmental commission, board or other agency, actual, pending or to its knowledge threatened against it which involves a significant risk of a judgment or liability which, if satisfied, would have an adverse effect upon its financial position or the ability to meet its obligations under this Agreement, will not Agreement or to grant the Loan Documents; (if) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower it is not in default under any debenturesguarantee, bonds, note or other material obligationsinstrument evidencing any indebtedness, other than as disclosed in writing to the Lender by the Borrower, and to its knowledge there exists no event has occurred thatstate of facts which, with after notice and/or or lapse of timetime or both or otherwise, would constitute such a default; and (g) no event is outstanding which constitutes, or with notice or lapse of time or both would constitute, an Event of Default (as defined below). 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as followsfollows as of the Effective Date and as of each Funding Date: 4.1. (a) The Borrower is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease enter into this Agreement and otherwise to hold and operate carry out its assets and properties and to carry on its businesses. 4.2obligations hereunder. The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and to consummate the transactions filings contemplated hereunder. There are no other consents, approvals, authorizations or permits required herein have been duly authorized by all necessary action on its the part for the consummation of the transactions contemplated hereunderBorrower and no further action is required by the Borrower. The Borrower has duly and validly executed and delivered this Agreement, which This Agreement constitutes a legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally. 4.3(b) The chief place of business, the chief executive office, other locations of Borrower and each office or location where Borrower keeps the Collateral and records relating thereto are located at the addresses set forth on Schedule 8(b); its type of organization (e.g., corporation), jurisdiction of organization and organization number provided by the applicable government authority of its jurisdiction of organization are listed on Schedule 8(b). The execution Borrower has no subsidiaries. (c) The full legal name of the Borrower is as set forth on the signature page hereof. The Borrower has not done in the five (5) years prior to the Effective Date, and does not do, business under any other name (including, without limitation, any trade name or fictitious business name) other than names identified to the Lender in the Perfection Certificate or otherwise pursuant to Section 11(d). (d) Except for Permitted Liens, the Borrower is the sole owner of the Collateral (except for exclusive, semi-exclusive and non-exclusive licenses granted by a Borrower in the ordinary course of business which licenses existing as of the date hereof are identified on Schedule 8(d)), free and clear of any Liens, and is fully authorized to grant the Security Interest in and to pledge the Collateral. No security agreement, financing statement, assignment, equivalent security, lien or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office other than those relating to Permitted Liens. (e) This Agreement creates in favor of the Lender a valid continuing lien on and security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the Secretary of State of the State of Delaware and any required filings with the United States Patent and Trademark Office or the United States Copyright Office, no authorization or approval of or filing with or notice to any governmental authority or regulatory body or any other Person is required either (i) for the grant by a Borrower of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Borrower does notor (ii) for the perfection of or exercise by Lender of its rights in and remedies with respect to the Collateral. (f) All Equipment that is material to the operation of the business of Borrower and that is in the possession of a third party bailee is set forth on Schedule 8(f), and such schedule sets forth the performance by location of the Borrower listed Equipment. (g) Schedule 8(g) sets forth a true and complete list of its obligations under this Agreement, will not (i) conflict with or violate all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by or, in the organizational documents case of Copyrights, exclusively licensed to, the Borrower, Borrower and (ii) violate any lawall Patent Licenses, statuteTrademark Licenses, ordinance, rule, regulation, order, judgment or decree applicable Trade Secret Licenses and Copyright Licenses relating to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementsassets. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to as of the Lender Agreement Date that except as followsset forth in the Disclosure Schedule or the SEC Reports: 4.1. (a) The Borrower is conducting its business in compliance with its Organizational Documents, which are in full force and effect with no defaults outstanding thereunder. (b) No Default or Event of Default (or any other default or event of default, however described) has occurred under any of the Transaction Documents. (c) The Borrower (i) is capable of paying its debts as they fall due, is not unable and has not admitted its inability to pay its debts as they fall due, (ii) is not bankrupt or insolvent and (iii) has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower or any or all of its assets or revenues. (d) No Lien exists on the Borrower’s assets, except for Permitted Liens. (e) The Borrower’s obligation to make any payment under this Agreement (together with all charges in connection therewith) is absolute and unconditional, and there exists no right of setoff or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to any such payment. (f) No Indebtedness of the Borrower exists other than Permitted Indebtedness. (g) The Borrower is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State of IsraelDelaware. The Borrower has full power and authority to own its properties and conduct its business as currently conducted, and is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the conduct of its business makes such qualification necessary and in which the failure to so qualify or be in good standing would not have a Material Adverse Effect. (h) There is not pending or, to the knowledge of the Borrower, threatened in writing, any action, suit or other proceeding before any Governmental Authority (a) to which the Borrower is a party or (b) which has as the requisite corporate power and authority and subject thereof any necessary assets owned by the Borrower. To the knowledge of the Borrower, there are no current or pending, legal, governmental authorityor regulatory enforcement actions, franchise, license suits or permit other proceedings to own, operate, lease and otherwise to hold and operate which the Borrower or any of its assets and properties and to carry on its businessesis subject. 4.2(i) Each of the Transaction Documents has been duly authorized, executed and delivered by the Borrower, and constitutes a valid, legal and binding obligation of the Borrower enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, (ii) by equitable principles (regardless of whether enforcement is sought in equity or at law), (iii) rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity, and (iv) by applicable laws and principles of public policy in the case of indemnification provisions. The execution, delivery and performance of the Transaction Documents by the Borrower and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or, result in the creation or imposition of any Lien (other than the Lien in favor of the Lenders) upon any assets of the Borrower pursuant to, any agreement to which the Borrower is a party or by which the Borrower is bound or to which any of the assets of the Borrower is subject, (B) result in any violation of or conflict with the provisions of the Organizational Documents of the Borrower or (C) result in the violation of any law or any judgment, order, rule, regulation or decree of any Governmental Authority applicable to the Borrower, except, in the case of clause (C) above, for any such conflict, breach or violation that would not have a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of any of the Transaction Documents or for the consummation by the Borrower of the transactions contemplated hereby except for such registrations and filings in connection with the issuance of the Warrants and Warrant Shares pursuant the Transaction Documents that are necessary to comply with federal and state securities laws, rules and regulations, such registrations and filings contemplated by the Registration Rights Agreement and filings contemplated by the Security Agreement. The Borrower has the full corporate power and authority to execute and deliver this Agreement enter into the Transaction Documents and to consummate the transactions contemplated hereunder. There are no other under the Transaction Documents. (j) The Borrower holds, and is operating in compliance in all material respects with, all material franchises, grants, authorizations, licenses, permits, easements, consents, approvalscertificates and orders of any Governmental Authority (collectively, authorizations or permits “Necessary Documents”) required on its part for the consummation conduct of its business and all Necessary Documents are valid and in full force and effect; and to its knowledge, the Borrower has not received written notice of any revocation or modification of any of the transactions contemplated hereunderNecessary Documents, which revocation, modification or non-renewal, individually or in the aggregate, would result in a Material Adverse Effect, and the Borrower has no reason to believe that any of the Necessary Documents will not be renewed in the ordinary course. The Borrower is in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees applicable to the conduct of its business. (k) The Borrower has duly good and validly executed marketable title to all of its assets free and delivered this Agreementclear of all Liens except Permitted Liens. The property held under lease by the Borrower is held under valid, which constitutes subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Borrower. (l) The Borrower owns, possesses, licenses or has the right to use pursuant to a valid and binding obligation enforceable written license, implied license or other legally enforceable right, or could obtain on commercially reasonable terms, all of the Intellectual Property (as defined below) that is necessary for the conduct of its business as currently conducted (the “IP”) except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower the material IP owned by the Borrower that is registered with or issued by a Governmental Authority is valid and enforceable and there is no outstanding, pending, or, to the knowledge of the Borrower, enforceable against threatened in writing, action, suit, other proceeding or claim by any third person challenging or contesting the validity, scope, use, ownership, enforceability, or other rights of the Borrower in accordance with its terms. 4.3. The execution or to any IP and delivery of this Agreement by the Borrower does nothas not received any written notice regarding any such action, and suit, or other proceeding. To the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents knowledge of the Borrower, the Borrower has not infringed or misappropriated any material intellectual property rights of others. To the knowledge of the Borrower, there is no pending or threatened in writing action, suit, other proceeding or claim by others that the Borrower infringes upon, violates or uses the Intellectual Property rights of others without authorization; and the Borrower has not received any written notice regarding, any such action, suit, other proceeding or claim. The Borrower is not a party to or bound by any options, licenses, or agreements with respect to IP other than licenses entered into in the ordinary course of business. The term “Intellectual Property” as used herein means (i) all patents, patent applications, patent disclosures and inventions (whether patentable or unpatentable and whether or not reduced to practice), (ii) violate any lawall trademarks, statuteservice marks, ordinancetrade dress, ruletrade names, regulationslogans, orderlogos, judgment or decree applicable to and corporate names and Internet domain names, together with all of the Borrower or by which any goodwill associated with each of its properties or assets is bound or affected; the foregoing, (iii) violate any agreement or arrangement the Borrower or copyrights, copyrightable works, and licenses, (iv) registrations and applications for registration for any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower foregoing, (v) computer software (including but not limited to source code and publicly available are completeobject code), accuratedata, databases, and fairly present the financial condition of Borrower as documentation thereof, (vi) trade secrets and other confidential information, (vii) other intellectual property, and (viii) copies and tangible embodiments of the dates stated, foregoing (in whatever form and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementsmedium). 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to as of the Lender date hereof and as of each Disbursement Date as follows: 4.1. (a) The Borrower is a corporation duly organized incorporated and validly existing under the laws of the State of Israel. Delaware. (b) The Borrower is duly qualified to conduct conducting its business in compliance with its Organizational Documents. The Organizational Documents of the Borrower (including all amendments thereto) as currently in effect have been made available to the Lenders and has the requisite corporate power remain in full force and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesseseffect with no defaults outstanding thereunder. 4.2. (c) The Borrower has the full corporate power and authority to execute and deliver this Agreement enter into each of the Financing Documents and to consummate make the borrowings and the other transactions contemplated hereunder. There are no other thereby. (d) All authorizations, consents, approvals, authorizations registrations, exemptions and licenses with or permits required on its part from Government Authorities or other Persons that are necessary for the consummation conduct of its business as currently conducted, for the borrowing hereunder, the execution and delivery of the transactions Financing Documents and the performance by the Borrower of the Obligations, have been obtained and are in full force and effect, except (i) for such registrations and filings in connection with the issuance of the Warrants and shares of Common Stock pursuant the Financing Documents that are necessary to comply with federal and state securities laws, rules and regulations, and (ii) filings contemplated hereunder. The Borrower by the Security Agreement. (e) Each Financing Document has been duly and validly authorized, executed and delivered this Agreement, which by the Borrower and constitutes a the valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 4.3. The execution and delivery of this Agreement , except as such enforceability may be limited by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with applicable insolvency, bankruptcy, reorganization, moratorium or violate the organizational documents of the Borrowerother similar laws affecting creditors’ rights generally, and (ii) violate applicable equitable principles (whether considered in a proceeding at law or in equity). (f) No Default or Event of Default (or any lawother default or event of default, however described) has occurred under any of the Financing Documents. (g) Neither the entering into any of the Financing Documents nor the compliance with any of its terms conflicts with, violates or results in a breach of any of the terms of, or constitutes a default or event of default (however described) or requires any consent under, any agreement to which the Borrower is a party or by which it is bound, or violates any of the terms of the Organizational Documents or any judgment, decree, resolution, award or order or any statute, ordinance, rule, regulation, order, judgment rule or decree regulation applicable to the Borrower or its assets. (h) The Borrower is not engaged in or the subject of any litigation, arbitration, administrative regulatory compliance proceeding, or investigation, nor are there any litigation, arbitration, administrative regulatory compliance proceedings or investigations pending or, to the knowledge of the Borrower, threatened before any court or arbitrator or before or by which any Government Authority against the Borrower, except for those that have been publicly disclosed in reports filed with the SEC and the Borrower is not aware of any facts reasonably likely to give rise to any such proceedings other than as may have been publicly disclosed in such reports. (i) The Borrower (i) is capable of paying its properties debts as they fall due, is not unable and has not admitted its inability to pay debts as they fall due, (ii) is not bankrupt or assets is bound or affected; insolvent and (iii) violate any agreement has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or arrangement liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower or any or all of its subsidiaries are party toassets or revenues. 4.4. (j) No Lien exists on Borrower’s property, except for Permitted Liens. (k) The financial statements issued by obligation of the Borrower to make any payment under this Agreement (together with all charges in connection therewith) is absolute and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates statedunconditional, and there have been exists no material adverse changes in Borrower’s financial condition since the date right of the most recent financial statementssetoff or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to any such payment. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The To induce the Banks and the Agent to execute and deliver this Amendment (which representations and warranties shall survive the execution and delivery of this Amendment), the Borrower represents and warrants to the Lender as followsAgent and the Banks that: 4.1. The Borrower is a corporation (a) this Amendment has been duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authorityauthorized, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered by it and this AgreementAmendment constitutes the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms., subject to limitations as to enforceability which might result from bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; 4.3. The execution (b) the Credit Agreement, as amended by this Amendment, constitutes the legal, valid and delivery binding obligation of this Agreement by the Borrower does notenforceable against the Borrower in accordance with its terms, subject to limitations as to enforceability which might result from bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (c) the execution, delivery and the performance by the Borrower of its obligations under this Agreement, will not the Amendment (i) conflict with or violate the organizational documents of the Borrowerhave been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) do not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, ordinancerule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulationregulation or order of any other agency or government binding upon it, orderor (3) any provision of any material indenture, judgment agreement or decree applicable other instrument to the Borrower which it is a party or by which any of its properties or assets is bound are or affected; may be bound, or (iiiB) violate result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or arrangement the Borrower or any other instrument referred to in clause (iii)(A)(3) of its subsidiaries are party to.this Section 4(c); 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower (d) as of the dates stateddate hereof, and there have been no material adverse changes in Borrower’s financial condition since the date Default or Event of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event Default has occurred that could result which either (a) is continuing or (b) pursuant to which the Agent and the Banks have not agreed to temporarily forbear from exercising their remedies as set forth in any material violation thereof.Section 3 of this Amendment; and 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for (e) all the representations and warranties set forth contained in Section ‎5 herein, Article IV of the Credit Agreement are true and correct in all material respects with the same force and effect as if made by the Borrower did not receive any other representations or warranties from on and as of the Lenderdate hereof.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesTennessee. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the other Loan Documents to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the other Loan Documents to be delivered by it, except for such authorizations and approvals which have been obtained and notices and filings which have been made. (d) This Agreement has duly been, and validly each of the Notes to be delivered by it when delivered hereunder will have been, xxxx executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at January 28, 2022, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Xxxxx & Young LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at October 28, 2022, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, (ii) violate any lawcopies of which have been furnished to each Lender, statutefairly present, ordinancesubject, rulein the case of said balance sheet as at October 28, regulation2022, orderand said statements of income and cash flows for the nine months then ended, judgment or decree applicable to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since January 28, 2022, there has been no Material Adverse Change. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) Disclosed Litigation hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. 4.4. (g) The financial statements Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U or X issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock in violation of said Regulations T, U or X or to extend credit to others for the purpose of purchasing or carrying any margin stock in violation of said Regulations T, U or X. Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of the Borrower only or of the Borrower and publicly available its Subsidiaries on a Consolidated basis) that are completesubject to a restriction on sale, accuratepledge, and fairly present or disposal under this Agreement will be represented by margin stock (within the financial condition meaning of Borrower as Regulation U issued by the Board of Governors of the dates statedFederal Reserve System). (h) The Borrower is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. (i) Neither the Information Memorandum nor any other written information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation and syndication of this Agreement or delivered pursuant to the terms of this Agreement (other than information of a general economic or industry nature or financial estimates, forecasts and other forward-looking information and after giving effect to all supplements and updates thereto) contains, when taken as a whole, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not materially misleading in light of the circumstances under which such statements are made. (i) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: Each Plan is in compliance with the applicable provisions of ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred; no Plan is reasonably likely to be insolvent and no written notice of any such insolvency has been given to the Borrower; each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 303 of ERISA; none of the Borrower has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 406, 409, 502(c), (i) or (l), 4062, 4063, 4064, 4069, 4201, 4204 or 4071 of ERISA or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There instituted (or are no actions, suits, investigations, reasonably likely to be instituted) to terminate or proceedings pending to reorganize any Plan or threatened against Borrower that could have to appoint a material adverse effect on its ability trustee to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesadminister any Plan, and no event written notice of any such proceedings has occurred been given to the Borrower or any ERISA Affiliate; and no lien imposed under Section 401(a)(29) or 430(k) of the Code or pursuant to ERISA on the assets of the Borrower exists (or is reasonably likely to exist) nor has the Borrower been notified in writing that could result such a lien will be imposed on the assets of the Borrower on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 4.01(j) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any material violation thereof. 4.7other liabilities referenced in this Section 4.01(j), be reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Mulitemployer Plan that such Multiemployer Plan is not in default under any debentures, bondsinsolvent (within the meaning of Section 4245 of ERISA), or other material obligations, has been determined to be in “endangered or critical” status with the meaning of Section 432 of the Code or Section 305 of ERISA and no event has occurred thatsuch Multiemployer Plan is reasonably expected to be insolvent or in “endangered or critical” status. With respect to Plans that are Multiemployer Plans, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in this Section ‎5 herein4.01(j), other than any made with respect to (i) liability under Section 4203 or 4205 of ERISA or (ii) liability for termination of such Plans under ERISA, are made to be best knowledge of the Borrower. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Borrower did has not receive incurred nor reasonably expects to incur any liability under Title IV of ERISA with respect to any Plan maintained by an ERISA Affiliate, including the imposition of any Lien in favor of the PBGC. (ii) All Foreign Plans are in compliance with, and have been established, administered and operated in accordance with, the terms of such Foreign Plans and applicable law, except for any failure to so comply, establish, administer or operate the Foreign Plans as would not reasonably be expected to have a Material Adverse Effect. All contributions or other representations payments which are due with respect to each Foreign Plan have been made in full and there are no funding deficiencies thereunder, except to the extent any such events would not, individually or warranties in the aggregate, reasonably be expected to have a Material Adverse Effect. (k) Except where the failure of which would not be reasonably expected to have a Material Adverse Effect, (a) each of the Borrower and the Subsidiaries has filed all federal income tax returns and all other tax returns, domestic and foreign, required to be filed by it and has paid all material taxes payable by it that have become due, other than those (i) not yet delinquent or (ii) contested in good faith as to which adequate reserves have been provided to the extent required by law and in accordance with GAAP and (b) the Borrower and each of the Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower or such Subsidiary) in accordance with GAAP for the payment of, all federal, state, provincial and foreign taxes applicable for the current fiscal year to the Effective Date. (l) The Borrower and its Subsidiaries are in compliance with Environmental Laws and have not received written notice of any pending or threatened claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (m) On the Effective Date, immediately following the making of each Advance made on the Effective Date and after giving effect to the application of the proceeds of such Advances, the Borrower on a Consolidated basis with its Subsidiaries is Solvent. (n) The Borrower and each of the Subsidiaries have good and marketable title to or leasehold interests in all properties that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, free and clear of all Liens (other than any Liens permitted by this Agreement) and except where the failure to have such good title or leasehold interests would not reasonably be expected to have a Material Adverse Effect. (o) The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with AML Laws, Anti-Corruption Laws and applicable Sanctions, and the Borrower and its Subsidiaries and to the knowledge of the Borrower their respective officers, employees and directors, are in compliance with applicable Sanctions in all material respects. None of (a) the Borrower or any Subsidiary or (b) to the knowledge of the Borrower, any of their respective directors, officers, employees or designated agents that will act in any capacity in connection with or directly benefit from the Lenderuse of proceeds of the credit facility established hereby, is a Sanctioned Person. (p) As of the Effective Date, the information included in the Beneficial Ownership Certification, if applicable, with respect to any Beneficial Owner (as defined in the Beneficial Ownership Regulation) of the Borrower, is true and correct to the best knowledge of the Borrower.

Representations and Warranties of the Borrower. The Borrower represents and warrants as. As of the Second Amendment Effective Date and from time to time thereafter as required under this Agreement, the Lender Loan Parties represent and warrant as follows: 4.1. (a) The Borrower BorrowerEach Loan Party is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of IsraelDelaware. The Borrower Borrowerits jurisdiction of incorporation. Each Loan Party is duly qualified and in good standing as a foreign corporation authorized to conduct do business in each jurisdiction (other than its business jurisdiction of incorporation) in which the nature of its activities or the character of the properties it owns or leases make such qualification necessary and has in which the requisite corporate power failure so to qualify would have a material adverse effect on the financial condition or operations of the Borrower and authority and any necessary governmental authorityits SubsidiariesConsolidated Group, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessestaken as a whole. 4.2. (b) The Borrower has the full corporate power execution, delivery and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 4.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this AgreementAgreement and each of the Notes, will if any, delivered hereunder areand by the Guarantor of this Agreement are, in each case, within the Borrowersuch Loan Party’s corporate powers, have been duly authorized by all necessary corporate action on the part of such Loan Party and do not contravene (i) conflict with the Borrowersuch Loan Party’s certificate of incorporation or violate the organizational documents of the Borrower, by-laws or (ii) violate any law, statute, ordinance, rule, regulation, order, judgment writ, judgment, injunction, decree, determination or decree award or any material contractual restriction binding on or affecting the Borrowersuch Loan Party; no authorization or approval or other action by, and no notice to or filing with, any governmental authorityGovernmental Authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes, if any, or by the Guarantor of this Agreement, in each case, except such as have been obtained or made and are in full force and effect; and this Agreement is and each of the Notes, when delivered hereunder, will be, the legal, valid and binding obligation of each Loan Party or, in the case of the Notes, the Borrower, enforceable against the Borrowersuch Loan Party in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and general principles of equity, and for the avoidance of doubt, subject to the occurrence of the Fox Acquisition Closing Date, in the case of the Guaranty. (c) The BorrowerParent’s most recent annual report on Form 10-K, containing the consolidated balance sheet of the Borrower and its SubsidiariesConsolidated Group, and the related consolidated statements of income and of cash flows of the Borrower and its SubsidiariesConsolidated Group, copies of which have been furnished to each Lender pursuant to Section 5.01(e)(ii) or as otherwise furnished to the Lenders (including by which any posting on the website of the SEC at xxxx://xxx.xxx.xxx), fairly present the consolidated financial condition of the Borrower and its properties SubsidiariesConsolidated Group as at the date of such balance sheet and the consolidated results of operations of the Borrower and its SubsidiariesConsolidated Group for the fiscal year ended on such date, all in accordance with generally accepted accounting principlesGAAP consistently applied. (d) There is no pending or, to the BorrowerParent’s knowledge, threatened claim, action or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as Subsidiariesany member of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that Consolidated Group which could reasonably be expected to have a material adverse effect on the financial condition or operations of the Borrower and its ability SubsidiariesConsolidated Group, taken as a whole (other than any claim, action or proceeding arising from or related to perform its obligations under the Fox Acquisition Transactions), or which could reasonably be expected to affect the legality, validity or enforceability of this Agreement. 4.6. ; and to the BorrowerParent’s knowledge, the Borrower is and each of its Subsidiaries haveeach member of the Consolidated Group has complied, and areis in material compliance compliance, with all applicable laws, rules, regulations, permits, orders, consent decrees and ordinancesjudgments, except for any such matters which have not had, and no event would not reasonably be expected to have, a material adverse effect on the financial condition or operations of the Borrower and its SubsidiariesConsolidated Group, taken as a whole. (e) The Borrower and the ERISA Affiliates have not incurred and are not reasonably expected to incur any material liability in connection with their Single Employer Plans or Multiple Employer Plans, other than ordinary liabilities for benefits; neither the BorrowerNo ERISA Event has occurred or is reasonably expected to occur that could result in reasonably be expected to have a material adverse effect on the financial condition or operations of the Consolidated Group, taken as a whole; neither the Parent nor any ERISA Affiliate has incurred or is reasonably expected to incur any material violation thereofwithdrawal liability (as defined in Part I of Subtitle E of Title IV of ERISA) to any Multiemployer Plan; and no Multiemployer Plan of the BorrowerParent or any ERISA Affiliate is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. 4.7(f) The BorrowerParent has implemented and will maintain policies and procedures designed to ensure compliance by the Borrower, its Subsidiarieseach member of the Consolidated Group and their directors, officers and employees with applicable Anti-Corruption Laws and Sanctions Laws, and is in compliance with applicable Anti-Corruption Laws and Sanctions Laws in all material respects. None No member of the Borrower or any Subsidiary orConsolidated Group and, to the knowledge of the BorrowerParent, anyno director, officer or employee of the Borrower or any Subsidiaryany member of the Consolidated Group acting in connection with or benefitting from the credit facility established hereby, is not in default under any debenturesa Sanctioned Person. No borrowing of Advances will be made by the Borrower (A) for the purpose of an offer, bondspayment, promise to pay, or other material obligationsauthorization of the payment or giving of money, and no event has occurred thator anything else of value, with notice and/or lapse to any Person, in violation of time, would constitute a default. 4.8. Except applicable Anti-Corruption Laws or (B) for the representations and warranties set forth purpose of financing, funding or facilitating unauthorized transactions with any Sanctioned Person. To the knowledge of the BorrowerParent, no transactions undertaken by the Borrowerany member of the Consolidated Group hereunder will be undertaken in Section ‎5 herein, the Borrower did not receive any other representations violation of applicable Anti-Corruption Laws or warranties from the LenderSanctions Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State state of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesincorporation. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes, if any, to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws (or other equivalent organizational documents), (ii) applicable law or (iii) any contract or instrument binding on the Borrower or any of its properties or assets that is material to the Borrower and its Subsidiaries, taken as a whole. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes, if any, to be delivered by it. (d) This Agreement has been, and each of the Notes, if any, to be delivered by the Borrower when delivered hereunder will have been, duly and validly executed and delivered by the Borrower. Assuming that this AgreementAgreement has been duly executed by the Agent and each of the Initial Lenders, which constitutes a this Agreement is, and each of the Notes of the Borrower when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its respective terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law. 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at May 31, 2007, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by the opinion(s) of one or more firms of independent certified public accountants of recognized national standing, as filed with the Securities and Exchange Commission on Form 10-K with respect to its year ended May 31, 2007, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at November 30, 2007, and the related Consolidated statements of income and cash flows of the Borrower and its obligations under this AgreementSubsidiaries for the six months then ended, will not as filed with the Securities and Exchange Commission on Form 10-Q with respect to its fiscal quarter ended November 30, 2007, fairly present, subject, in the case of said balance sheet at November 30, 2007, and said statements of income and cash flows for the six months then ended, to absence of footnotes and to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied. (if) conflict with There is no pending or violate (to the organizational documents knowledge of the Borrower) threatened action, (ii) violate investigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that is initiated by any Person other than a Lender in its capacity as a Lender (i) that is reasonably likely to have a Material Adverse Effect or (ii) that purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 4.4. The financial statements (g) Since May 31, 2007, there has not occurred any Material Adverse Effect which is continuing. (h) None of the Borrower or any of its Subsidiaries is an Investment Company, as such term is defined in the Investment Company Act of 1940, as amended. (i) No part of the proceeds of any Advances will be used in any manner that would result in a violation of Regulation U or X, issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates statedFederal Reserve System, and there have been no material adverse changes as in Borrower’s financial condition since the date effect at any time this representation is made or deemed made. (j) The proceeds of the most recent financial statementsAdvances shall be used by the Borrower in accordance with the provisions of Section 2.18. 4.5. There (k) No report, financial statement or other written information furnished by or on behalf of the Borrower to the Agent or any Lender pursuant to subsection 6.01(g) (as modified or supplemented by any other information provided to the Agent or any Lender) contains or will contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were, are no actionsor will be made, suitsnot misleading, investigationsexcept to the extent that the facts (whether misstated or omitted) do not result in a Material Adverse Effect; provided that with respect to any projected financial information, the Borrower represents only that such information has been (or proceedings pending or threatened against Borrower that could have a material adverse effect will be) prepared in good faith based on its ability assumptions believed to perform its obligations under this Agreementbe reasonable at the time. 4.6. (l) The Borrower is in material compliance with all applicable lawsmaterial provisions of ERISA, regulationsexcept to the extent that all failures to be in compliance could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (m) The claims of the Agent and ordinancesthe Lenders against the Borrower under this Agreement rank at least pari passu with the claims of all its unsecured creditors, save those whose claims are preferred solely by the laws of general application having effect in relation to bankruptcy, insolvency, liquidation or other similar events. (n) The Borrower and no event has occurred its Subsidiaries have filed all United States federal tax returns and all other tax returns that could result are material to the Borrower and its Subsidiaries, taken as a whole, which are required to be filed and have paid all United States federal taxes and all other taxes that are material to the Borrower and its Subsidiaries, taken as a whole, in each case, that are due pursuant to said returns or pursuant to any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, assessment received by the Borrower did not receive or any other representations or warranties from the Lenderof its Subsidiaries, except in respect of such taxes, if any, as are being contested in good faith and by proper proceedings and to which appropriate reserves are being maintained.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general equitable principles. 4.3. (i) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2010, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2011, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present in all material respects, subject, in the case of said balance sheet as at June 30, 2011, and said statements of income and cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. (ii) violate any lawSince December 31, statute2010, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; there has been no Material Adverse Change. (iii) violate The annual financial statements of each Insurance Subsidiary as at December 31, 2010, and the quarterly financial statements of each Insurance Subsidiary as at June 30, 2011, in each case as required to be flied with the Insurance Regulatory Authority of the jurisdiction of domicile of such Insurance Subsidiary, copies of which have been furnished to each Lender, fairly present in all material respects, subject, in the case of said quarterly financial statements as at June 30, 2011, to year-end audit adjustments, the financial condition of such Insurance Subsidiary as at such dates and the results of operations, changes in capital and surplus and cash flow of such Insurance Subsidiary for the respective periods then ended. (f) There is no pending or, to the Borrower’s knowledge, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency, Insurance Regulatory Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), and there has been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurateBoard of Governors of the Federal Reserve System), and fairly present no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the financial condition purpose of purchasing or carrying any margin stock. (h) The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (i) The Information Memorandum and the other information, exhibits and reports furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement, taken as a whole, did not contain any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, in light of the circumstances in which made, not misleading. (j) Schedule 4.01(j) lists with respect to each Insurance Subsidiary, as of the dates statedEffective Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary is permitted to be engaged with respect to each License therein listed. (i) No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, (ii) there is no sustainable basis for such a suspension, revocation or limitation, and (iii) no such suspension, revocation or limitation is, to the Borrower’s knowledge, threatened by any relevant Insurance Regulatory Authority, that, in each instance under (i), (ii) and (iii) above, would individually or in the aggregate, have been a Material Adverse Effect. No Insurance Subsidiary transacts any insurance business, directly or indirectly, in any jurisdiction other than those listed on Schedule 4.01(j), where such business requires any license, permit or other authorization of an Insurance Regulatory Authority of such jurisdiction. (k) As of the Effective Date, except as set forth on Schedule F to the financial statements for the Insurance Subsidiaries for the fiscal year ending December 31, 2010 or as provided for or disclosed on the interim GAAP financial statements dated as of June 30, 2011, there are no material adverse changes in Borrower’s financial condition since the date liabilities outstanding as of the most recent financial statements. 4.5Effective Date under any Reinsurance Agreement to which any Insurance Subsidiary is the ceding party. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse Each Reinsurance Agreement to which an Insurance Subsidiary is the ceding party and which is in effect on its ability to perform its obligations under this Agreement. 4.6. Borrower the Effective Date is in material compliance with full force and effect on the Effective Date. Each Reinsurance Agreement to which an Insurance Subsidiary is the ceding party and which is in effect on the Effective Date is qualified as of the Effective Date under all applicable laws, regulations, and ordinances, and no event has occurred that could result law to receive the statutory credit assigned to such Reinsurance Agreement in any material violation thereofthe relevant financial statements at the time prepared. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 4.2. (b) The execution, delivery and performance by the Borrower has of the full corporate power Loan Documents and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of the Loan Documents. (d) This Agreement has been, and each of the other Loan Documents when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the other Loan Documents when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2002, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2003, and the related Consolidated statements of income and cash flows (together with said balance sheet, the "Interim Financial Statements") of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at September 30, 2003, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2002, there has been no Material Adverse Change, except as disclosed in the Interim Financial Statements. (iif) violate any lawThere is no pending or, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower knowledge of the Borrower, threatened action, suit, investigation, litigation or by which proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereofAdvance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. 4.7. (h) The Borrower is not in default under any debentures, bondsan "investment company", or other material obligationsa company "controlled" by an "investment company", and no event has occurred thatwithin the meaning of the Investment Company Act of 1940, with notice and/or lapse of time, would constitute a defaultas amended. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to warrants, as of the Lender Effective Date and as of the Closing Date, as follows: 4.1. (a) The Borrower (i) is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower New Jersey and (ii) is duly qualified and in good standing under the laws of New Jersey and each of the respective states in which its principal operating facilities are located, except, with respect to conduct its business and has this clause (ii) only, in states where the requisite corporate power and authority and any necessary governmental authority, franchise, license failure to be so qualified or permit in good standing would not reasonably be expected to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesresult in a Material Adverse Effect. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes (i) are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and (ii) do not contravene (x) the Borrower’s charter or by-laws or (y) except to consummate the transactions contemplated hereunder. There are no other consentsextent such contravention would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect, approvalslaw or any material contractual restriction binding on the Borrower or, authorizations or permits required on its part for to the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation knowledge of the Borrower, any other contractual restriction binding on the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes. (d) This Agreement and the Notes (when delivered hereunder) have been duly executed and delivered and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 4.3. (i) The execution and delivery consolidated balance sheets of this Agreement by the Borrower does notand its Consolidated Subsidiaries as at September 30, 2016, and the performance by related statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Administrative Agent, fairly present the consolidated financial condition of the Borrower and its obligations under this AgreementConsolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such date, will not all in accordance with GAAP consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of March 31, 2017, and the related unaudited consolidated statements of income and cash flows for the six months then ended and set forth in the Borrower’s Report on Form 10-Q for the quarter ended March 31, 2017, copies of which have been furnished to the Administrative Agent, fairly present, in conformity which GAAP applied on a basis consistent with the financial statements referred to in clause (i) conflict with or violate of this paragraph (e), the organizational documents consolidated financial position of the Borrower, Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable subject to the Borrower or by which any of its properties or assets is bound or affected; normal year-end adjustments). (iii) violate any agreement Since September 30, 2016, there has been no material adverse change in the business, condition (financial or arrangement otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended. (f) There is no pending (or, to the Borrower’s knowledge, threatened) action or proceeding against the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are completeSubsidiaries before any court, accurategovernmental agency or arbitrator, and fairly present the financial condition of Borrower as of the dates stated, and in which there have been no material is likely to be an adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower decision that could (i) would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Borrower and its ability Subsidiaries, taken as a whole, except as disclosed in filings made by the Borrower with the SEC on or before the date that is five days prior to perform its obligations under the date hereof, or (ii) purports to affect the legality, validity, binding effect or enforceability of this AgreementAgreement or any Note. 4.6(g) No proceeds of any Loan will be used directly or indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) The Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all other material tax returns required to be filed by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for filings or payments the failure of which to make would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (i) Each Plan, and, to the knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in the ordinary course of business, to the PBGC established under ERISA in connection with any Plan or Multiemployer Plan that would (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (j) The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (k) No statement, information, report, representation, or warranty made by the Borrower in this Agreement or furnished to the Administrative Agent or any Lender by or on behalf of the Borrower in connection with this Agreement or contained in any filing made by the Borrower with the SEC (taken as a whole with all other information, including amendments and supplements then filed with the SEC) contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (l) The Borrower and its Subsidiaries are, as of the Closing Date, after giving effect to the Acquisition and the making of the Loans and application of the proceeds thereof, on a consolidated basis, Solvent. (m) Each of the Borrower and its Subsidiaries is in compliance with all applicable lawsstatutes, regulationsregulations and orders of, and ordinancesall applicable restrictions imposed by, all governmental authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any real estate asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such real estate asset or the operations of the Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (i) The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and no event has occurred the Borrower, its Subsidiaries and their respective officers and to the knowledge of the Borrower its directors, employees and agents, are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective officers, or, to the knowledge of the Borrower or such Subsidiary, their respective directors or employees or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that could will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. (ii) No part of the proceeds of the Loans will be used, directly or indirectly, (x) for the purpose of financing any activities or business of or with any Person that at such time is the subject of any Sanctions, with or in any country or territory to the extent that such country or territory is the subject of any Sanctions, or in any other manner that reasonably would be expected to result in the Borrower or any material violation thereof. 4.7. Borrower is not Lender being in default under breach of any debenturesSanctions Laws, bonds(y) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or other material obligationsanyone else acting in an official capacity, and no event has occurred thatin order to obtain, with notice and/or lapse retain or direct business or obtain any improper advantage, in violation of timeany Anti-Corruption Law, or (z) in any way that would constitute a defaultviolate the USA PATRIOT Act or any Anti-Money Laundering Laws. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2001, and the performance by related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of its obligations under this AgreementKPMG LLP, will not (i) conflict with or violate independent public accountants, copies of which have been furnished to each Lender, fairly present the organizational documents Consolidated financial condition of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2001, there has been no Material Adverse Change. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 4.4. The financial statements (g) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or 5.02(f) or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(d) will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) Other than as set forth on Schedule 4.01(h), the operations and properties of the Borrower and publicly available each of its Subsidiaries comply in all respects with all applicable Environmental Laws, all necessary Environmental Permits have been obtained and are completein effect for the operations and properties of the Borrower and its Subsidiaries, accuratethe Borrower and its Subsidiaries are in compliance with all such Environmental Permits, except to the extent that any such noncompliance or failure to obtain any necessary permits would not be reasonably expected to have a Material Adverse Effect, and to the knowledge of the Borrower, no circumstances exist that would be reasonably expected to (i) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their properties that would have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any applicable Environmental Law that would have a Material Adverse Effect. (i) Other than the properties set forth on Schedule 4.01(i) or such other properties as to which a Material Adverse Effect would not reasonably be expected to result, none of the properties currently or formerly owned or operated by the Borrower or any of its Subsidiaries is listed or, to the knowledge of the Borrower, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state list. (j) Other than the locations set forth on Schedule 4.01(j) or such other locations as to which a Material Adverse Effect would not reasonably be expected to result, neither the Borrower nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Materials to any location that is listed or, to the knowledge of the Borrower, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state list; other than as set forth on Schedule 4.01(j), Hazardous Materials have not been released or disposed of on any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries in a manner which would reasonably be expected to result in a Material Adverse Effect; and except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, all Hazardous Materials have been used, treated, handled, stored and disposed of on such properties in compliance with all applicable Environmental Laws and Environmental Permits. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan other than such ERISA Events as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (l) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which will have been filed with the Internal Revenue Service and furnished to the Lenders is complete and accurate in all material respects and fairly present presents the financial condition funding status of Borrower such Plan as of the dates stateddate set forth therein, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementssuch Schedule B there has been no change in such funding status that would reasonably be expected to result in a Material Adverse Effect. 4.5. There are (m) Neither the Borrower nor any of its ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code) has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to result in a Material Adverse Effect. (n) Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best of the Borrower's knowledge, no actionssuch Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, suits, investigationswithin the meaning of Title IV of ERISA. (o) Neither the Borrower nor any of its Subsidiaries is an "investment company", or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bondsan "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other material obligationstransactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and no event has occurred that, with notice and/or lapse of time, would constitute a defaultExchange Commission thereunder. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. The Borrower (a) It is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and incorporation indicated at the beginning of this Agreement, has the all requisite corporate power and authority and any necessary governmental authorityto conduct its business, franchise, license or permit to own, operate, lease and otherwise to hold and operate own its assets and properties and assets as it is now conducted and as proposed to carry on be conducted and is qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions in which the conduct of its businessesbusiness requires it to so qualify or be licensed except where the failure to do so, individually or in the aggregate, could not reasonably be expected to materially and adversely affect the ability of the Borrower to perform its obligations under this Agreement of any Loan Document. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and every other Loan Document to consummate which it is a party, including the transactions contemplated hereunder. There Borrower’s use of the proceeds hereof, are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower’s charter, articles or by-laws or (ii) contravene law (including, without limitation, Regulations T, U and X issued by the Board of Governors of the Federal Reserve Board) or any material contractual restriction binding on or affecting the Borrower or (iii) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries. (c) No authorization or approval or other action by, and no other consentsnotice to or filing with, approvals, authorizations any governmental authority or permits regulatory body is required on its part for the consummation due execution, delivery and performance by the Borrower of this Agreement or any other Loan Document. (d) This Agreement is, and each of other Loan Documents to which the transactions contemplated hereunder. The Borrower has duly and validly executed and is a party, when delivered this Agreementhereunder will be, which constitutes a the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its their respective terms. 4.3. (e) The execution and delivery consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2009, and the performance related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2010, and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, (ii) violate any lawcopies of which have been furnished to each Lender, statutefairly present, ordinancesubject, rulein the case of said balance sheet as at June 30, regulation2010 and said statements of income and cash flows for the six months then ended, orderto year-end audit adjustments, judgment or decree applicable to the Borrower or by which any consolidated financial condition of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Except as publicly available are completedisclosed prior to the date hereof, accurate, on and fairly present the financial condition of Borrower as of the dates stateddate of this Agreement, and since December 31, 2009, there have has been no material adverse changes change in Borrower’s the business, financial condition since the date or results of operations of the most recent financial statementsBorrower and its Subsidiaries, taken as a whole. 4.5. (f) There are no actions, suits, investigations, suits or proceedings pending or, to the knowledge of the Borrower, threatened, against the Borrower or threatened against any Subsidiary the reasonably anticipated outcome of which (i) would materially and adversely affect the ability of the Borrower that could have a material adverse effect on its ability to perform its obligations under this AgreementAgreement of any other Loan Document, (ii) purport to affect the legality, validity or enforceability of this Agreement of any other Loan Document or (iii) would cause the Bonds or any portion thereof to fail to qualify as a Tax-Exempt Financing. 4.6. (g) The Borrower is not engaged in material compliance with all applicable laws, regulations, and ordinancesthe business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of the Bonds or any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, except in compliance with Regulations T, U and X issued by the Board of Governors of the Federal Reserve Board. (h) Neither the Borrower nor any Subsidiary is an “investment company” or a Borrower “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940. (i) The Borrower and each Subsidiary have filed all material tax returns (federal, state, provincial and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or provided adequate reserves for payment thereof. (j) In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the operations and properties of the Borrower, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any liabilities in connection with off-site disposal of Hazardous Substances and any capital or operating expenditures) required to achieve or maintain compliance with Environmental Laws. On the basis of this review, the Borrower has reasonably concluded that, except with respect to any matter disclosed in Items 1 or 3 in the Borrower’s 2009 Form 10-K or in the Commitments and Contingencies Note to the consolidated financial statements incorporated therein, such associated liabilities and costs, are unlikely to cause a material adverse change in the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, from that shown on the consolidated financial statements as at, and for the six-month period ended June 30, 2010, provided that the inclusion of such exception does not indicate that any such matter will cause such a material adverse change. (k) No event has occurred that could result in any material violation thereof. 4.7. Borrower and is not in default under any debentures, bondscontinuing, or other material obligationswould result from the execution and delivery of this Agreement, and no event has occurred that, with notice and/or lapse which constitutes an Event of time, Default or which would constitute a default. 4.8. Except an Event of Default but for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations requirement that notice be given or warranties from the Lendertime elapse or both.

Representations and Warranties of the Borrower. The In order to induce Lender to enter into this Fifth Amendment, Borrower represents and warrants to the Lender as followsfollowing: 4.1. The Borrower is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The (a) Borrower has the full corporate power and authority to execute and deliver this Agreement Fifth Amendment and the other Loan Documents executed by it and to perform all of its obligations in connection herewith and therewith. (b) The execution and delivery by Borrower of this Fifth Amendment and other Loan Documents executed by it and the performance of its obligations in connection herewith and therewith: (i) have been duly authorized or will be duly ratified and affirmed by all requisite corporate action; (ii) will not violate any provision of law, any order of any court or agency of government or the Articles of Incorporation or Bylaws of such entity; (iii) will not be in conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument; and (iv) will not require any registration with, consent or approval of or other action by any federal, state, provincial or other governmental authority or regulatory body. (c) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or, to the knowledge of Borrower, threatened against or affecting Borrower or any properties or rights of Borrower or involving this Fifth Amendment or the transactions contemplated hereby which, if adversely determined, would materially impair the right of Borrower, to carry on business substantially as now conducted or materially and adversely affect the financial condition of Borrower or materially and adversely affect the ability of Borrower to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for by this Fifth Amendment. (d) The representations and warranties of Borrower contained in the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Loan Agreement, which constitutes a valid this Fifth Amendment and binding obligation of the any other Loan Document securing Borrower, enforceable against the Borrower in accordance with its terms. 4.3. The execution ’s Obligations and delivery of this Agreement by the Borrower does not, indebtedness to Lender are correct and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower accurate on and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stateddate hereof as though made on and as of the date hereof, and there except to the extent that the facts upon which such representations are based have been no material adverse changes in Borrower’s financial condition since changed by the date of the most recent financial statementstransactions herein contemplated. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and to consummate the transactions contemplated hereunder. There are no other consentsNotes, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 29, 2001, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 28, 2002, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, (ii) violate any lawcopies of which have been furnished to each Lender, statutefairly present, ordinancesubject, rulein the case of said balance sheet as at September 28, regulation2002, orderand said statements of income and cash flows for the nine months then ended, judgment or decree applicable to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied. Since December 29, 2001, there has been no Material Adverse Change except as reported in filings made with the Securities and Exchange Commission prior to the Borrower date hereof. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereofAdvance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. 4.7. (h) The Borrower is not in default under any debentures, bondsan "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All United States Federal income tax returns and all other material obligationstax returns which are required to be filed have been filed by or on behalf of the Borrower and its Subsidiaries and all taxes due with respect to the Borrower and its Subsidiaries pursuant to such returns or pursuant to any assessment received by the Borrower or any Subsidiary have been paid. The charges, accruals and no event has occurred thatreserves on the books of the Borrower and its Subsidiaries in respect of taxes or other governmental charges are, with notice and/or lapse in the opinion of timethe Borrower, would constitute a defaultadequate. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, (j) All written factual information heretofore furnished by the Borrower did not receive to the Agent or any other Lender for purposes of or in connection with this Agreement was true and correct in all material respects on the date as of which such information was stated or certified, provided that the Borrower makes no representations or warranties from the Lenderwith respect to any projections or other non-factual information contained in such information.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and incorporated, validly existing and in good standing under the laws of the State jurisdiction indicated at the beginning of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesthis Agreement. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Note are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower, except, in the case of this clause (ii), to consummate the transactions contemplated hereunder. There are extent it could not reasonably be expected to have a material adverse change on the Borrower. (c) No authorization or approval or other action by, and no other consentsnotice to or filing with, approvals, authorizations any governmental authority or permits regulatory body is required on its part for the consummation due execution, delivery and performance by the Borrower of this Agreement or the transactions contemplated hereunder. The Note, except for those that have otherwise been obtained or made on or prior to the date hereof and which remain in full force and effect on the date that the Borrower has duly receives the initial Advance. (d) This Agreement is, and validly executed and the Note when delivered this Agreementhereunder will be, which constitutes a legal, valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights. 4.3. (e) The execution and delivery consolidated financial statements of this Agreement by the Borrower does notincluded or incorporated by reference in the Company’s Registration Statement on Form S-3ASR (File No. 333-261888) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2021 and the final Prospectus, dated December 23, 2021, included therein (the “Prospectus”), together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Borrower and its subsidiaries as of the dates indicated and the consolidated statement of operations, consolidated statement of cash flows and consolidated statement of stockholders’ equity (deficit) of the Borrower for the periods specified, except that such unaudited financial statements are subject to normal year-end adjustments and lack footnotes required by GAAP, and have been prepared in compliance in all material respects with the performance by requirements of the Borrower Securities Act and Exchange Act, as applicable, and in conformity with generally accepted accounting principles (“GAAP”) in the United States as in effect as of its obligations under this Agreementthe time of filing applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved. (f) There is no pending or, will not (i) conflict with or violate to the organizational documents knowledge of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment threatened action or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party tobefore any court, governmental agency or arbitrator, which may materially adversely affect the financial condition or operations of the Borrower or any subsidiary or which purports to affect the legality, validity or enforceability of this Agreement or the Note. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereof. 4.7. Borrower is not in default under Advance will be used to purchase or carry any debentures, bonds, margin stock or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except to extend credit to others for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive purpose of purchasing or carrying any other representations or warranties from the Lendermargin stock.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State its jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganization. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it (if any), approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action on the part of the Borrower, and do not contravene (i) the Borrower’s charter or bylaws or (ii) law or any material contractual restriction binding on the Borrower, except, in the case of this clause (ii), where such violations or contraventions would not reasonably be expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it (if any) except (i) those that have been obtained, filed or made or (ii) where the Borrower’s failure to receive, take or make such authorizations, approvals, actions, notices or filings would not reasonably be expected to have a Material Adverse Effect. (d) This Agreement has been, and each of the Notes to be delivered by it (if any) when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes (if any) when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its termstheir respective terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement in sought in equity or at law). 4.3. (i) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at January 31, 2021, and the performance by related Consolidated statements of operations and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of its obligations under this AgreementErnst & Young LLP, will not (i) conflict with or violate independent public accountants, copies of which have been made available to each Lender, fairly present in all material respects the organizational documents Consolidated financial condition of the BorrowerBorrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such date, all in accordance with generally accepted accounting principles consistently applied. (ii) violate any lawSince January 31, statute2021, ordinancethere has been no Material Adverse Change. (f) There is no pending or, rule, regulation, order, judgment or decree applicable to the Borrower Borrower’s knowledge, threatened in writing, action, suit, investigation, litigation or by which proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, against the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) could reasonably be expected to adversely affect the legality, validity or enforceability of the Loan Documents. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereofAdvance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. 4.7. (h) The Borrower is not in default under any debentures, bondsan “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (i) No written information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation of this Agreement (other than Projections (as defined below), budgets, estimates and other forward-looking information or information of a general economic or industry nature), when taken together with the Borrower’s filings with the Securities and Exchange Commission, contained when furnished any untrue statement of a material obligationsfact or omitted to state a material fact necessary to make the statements made therein not materially misleading. Any projections or pro forma financial information contained in such information, exhibits or reports (the “Projections”) are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Agent and the Lenders that such projections and pro forma information are not to be viewed as facts and that actual results during the period or periods covered thereby may differ from the projected or pro forma results (it being understood that forecasts and projections by their nature involve approximations and uncertainties). (j) The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and any agent of the Borrower or any Subsidiary that acts in any capacity in connection with, or benefits from, the credit facility established hereby with Anti-Corruption Laws and applicable Sanctions, and no event has occurred thatthe Borrower and its Subsidiaries, and to the knowledge of the Borrower, its officers, employees, directors and any agent of the Borrower or any Subsidiary that acts in any capacity in connection with, or benefits from, the credit facility established hereby, are in compliance with notice and/or lapse Anti-Corruption Laws and applicable Sanctions in all material respects. None of time(a) the Borrower, would constitute any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a defaultSanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the (k) The Borrower did is not receive any other representations or warranties from the Lenderan Affected Financial Institution.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. The Borrower (a) Each Loan Party is a corporation duly organized and organized, validly existing and in good standing under the laws of the State its jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganization. 4.2. (b) The Borrower has execution, delivery and performance by each Loan Party of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunderhereby and thereby, are within such Loan Party’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other action, and do not contravene (i) such Loan Party’s charter or by‑laws or other organizational documents, (ii) law, (iii) any indenture, deed of trust, credit agreement or loan agreement binding on or affecting the Borrower or (iv) any other material agreement, contract or instrument binding on or affecting such Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by any Loan Party of the Loan Documents to which it is or is to be a party. The Borrower No authorization or approval or other action by, and no notice to or filing with, any third party is required for the due execution, delivery and performance by any Loan Party of the Loan Documents to which it is or is to be a party, except to the extent that failure to so obtain or so file could not reasonably be expected to have a Material Adverse Effect. (d) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly and validly executed and delivered this Agreementby each Loan Party that is a party thereto. This Agreement is, which constitutes a and each other Loan Document when delivered hereunder will be, legal, valid and binding obligation of the Borrower, each Loan Party that is a party thereto enforceable against the Borrower such Loan Party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and subject CHAR1\1986393v3 to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 4.3. The execution and delivery (e) Each of this Agreement by (i) the Consolidated balance sheet of the Borrower does notand its Subsidiaries as at December 31, 2020, and the performance by related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Xxxxx & Young LLP, independent public accountants and (ii) the Consolidated balance sheet of the Borrower and its obligations under this AgreementSubsidiaries as at March 31, will not 2021, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal quarter then ended, in each case copies of which have been furnished to each Lender, fairly present in accordance with GAAP the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied (isubject, in the case of such quarterly financial statements, to year‑end adjustments and the absence of footnotes). Except as disclosed in the Public Filings, since December 31, 2020 no event or circumstance has occurred and is continuing that could reasonably be expected to result in a Material Adverse Change. (f) conflict with or violate Except as disclosed in the organizational documents Public Filings, there is no pending or, to the knowledge of the Borrower, (ii) violate threatened action, suit, investigation, litigation or proceeding, including any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) could be reasonably likely to adversely affect the legality, validity or enforceability of its subsidiaries are party tothis Agreement or any other Loan Documents or the consummation of the transactions contemplated hereby or thereby. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurateBoard, and fairly present no proceeds of any Loan will be used to purchase or carry any margin stock in violation of such Regulation U or to extend credit to others for the financial condition purpose of purchasing or carrying any margin stock. (h) The Borrower as is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the dates statedInvestment Company Act of 1940. (i) Each Loan Party is, individually and there have been together with its Subsidiaries, Solvent. (j) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished in writing by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation of this Agreement or the other Loan Documents or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made and taken as a whole, not materially misleading; provided that, with respect to projected financial information and forward‑looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made and provided, further, that the Borrower makes no material adverse changes representation or warranty with respect to general industry information contained in Borrower’s financial condition since the Information Memorandum derived from consultants or public or third party sources except that the Borrower believed, to the best of its knowledge and on the date of the most recent financial statementsInformation Memorandum, such information to be reliable. CHAR1\1986393v3 (k) Each of the Borrower and its Subsidiaries have good title in fee simple to, or valid leasehold interests in, all real property material to their respective businesses, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of the property of the Borrower and its Subsidiaries is subject to any Lien, except for Liens permitted by Section 5.02(a). 4.5. There (l) The properties of the Borrower and its Subsidiaries are no actionsinsured with responsible and reputable insurance companies or associations not Affiliates of such Persons (other than any self-insurance maintained in the ordinary course of business). (m) No ERISA Event has occurred or is reasonably expected to occur that, suitswhen taken together with all other such ERISA Events for which liability is reasonably expected to occur, investigationswould reasonably be expected to result in a Material Adverse Effect. (n) Schedule 4(n) sets forth the name of, the ownership interest of the Borrower in, the jurisdiction of incorporation or organization of, and the type of, each Subsidiary, in each case as of the Closing Date. (o) The Borrower and each Subsidiary has filed, or proceedings pending caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed and paid all amounts of taxes shown thereon to be due (including interest and penalties) and has paid all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except (a) for such taxes which are not yet delinquent or threatened that are being contested in good faith and by proper proceedings, and against Borrower that could which adequate reserves are being maintained in accordance with GAAP or (b) where such nonfiling or nonpayment would not have a material adverse effect on its ability to perform its obligations under this AgreementMaterial Adverse Effect. 4.6. (p) The Borrower and each Subsidiary is in material compliance with all applicable laws, regulationsrules, regulations and ordinancesorders and all judgments, decrees and no event orders of any Governmental Authority, except where (x) the necessity of compliance therewith is being contested in good faith by appropriate proceedings or (y) non‑compliance, either singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (q) Neither the Borrower nor any Subsidiary is in default under or with respect to any of their contractual obligations in any respect which would be reasonably expected to have a Material Adverse Effect. No Default has occurred and is continuing. (r) Neither the Borrower nor any Subsidiary is a Sanctioned Person or is located, organized or resident in any Sanctioned Country in violation of applicable Sanctions; provided that could if any Subsidiary is located, organized or resident in a jurisdiction that becomes a Sanctioned Country after the date of this Agreement, such Subsidiary shall not be a “Subsidiary” for purposes of the foregoing so long as (i) such Subsidiary is taking reasonable steps either to obtain appropriate licenses for transacting business in such jurisdiction or to no longer be located, organized or resident in such jurisdiction and (ii) such Person’s being located, organized or resident in such country or territory (x) will not result in any material violation thereofof Sanctions by the Agent or any Lender and (y) would not be reasonably expected to have a Material Adverse Effect. 4.7. (s) The Borrower and its Subsidiaries have (i) conducted their businesses in compliance in all material respects with all applicable Anti-Corruption Laws, except for any failure to comply that (A) is not in default under any debenturessystemic, bonds, or other material obligations, (B) does not involve senior management of the Borrower and no event has occurred that, (C) would CHAR1\1986393v3 not reasonably be expected to have a Material Adverse Effect and (ii) instituted and maintained policies and procedures designed to promote and achieve compliance with notice and/or lapse of time, would constitute a defaultsuch laws. 4.8. Except for (t) Neither the representations and warranties set forth in Section ‎5 hereinBorrower nor any Subsidiary Guarantor is an Affected Financial Institution. (u) As of the Closing Date, the Borrower did not receive any other representations or warranties from information included in the LenderBeneficial Ownership Certification, if applicable, is true and correct in all respects.

Representations and Warranties of the Borrower. The Borrower ---------------------------------------------- represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized representations and validly existing under warranties contained in the laws Credit Agreement are true and correct on and as of the State date hereof as though made on and as of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesdate hereof. 4.2. (b) The execution, delivery and performance by the Borrower has of this Amendment, and the full Credit Agreement, as amended hereby, are within the Borrower's corporate power powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Borrower's charter or by-laws, or (ii) any law or contractual restriction binding on or affecting the Borrower, or result in, or require, the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. (c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits regulatory body is required on its part for the consummation due execution, delivery and performance by the Borrower of this Amendment or the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Credit Agreement, which constitutes a as amended hereby. (d) This Amendment and the Credit Agreement, as amended hereby, constitute, legal, valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. The execution and delivery , subject, however, to the effect on such enforceability of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with any applicable bankruptcy, insolvency, reorganization, moratorium or violate the organizational documents of the Borrower, similar laws affecting creditors' rights generally and (ii) violate any general principles of equity (regardless whether such enforceability is considered in a proceeding in equity or at law, statute, ordinance, rule, regulation, order, judgment ). (e) There is no pending or decree applicable to the Borrower threatened action or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party tobefore any court, governmental agency or arbitrator, which may materially adversely affect the condition, financial or otherwise, or operations of the Borrower. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no (f) No event has occurred that could result in any material violation thereof. 4.7. Borrower and is not in default under any debentures, bonds, continuing which constitutes an Event of Default or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except an Event of Default but for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations requirement that notice be given or warranties from the Lendertime elapse or both.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. The Borrower (a) It is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and incorporation indicated at the beginning of this Agreement, has the all requisite corporate power and authority and any necessary governmental authorityto conduct its business, franchise, license or permit to own, operate, lease and otherwise to hold and operate own its assets and properties and assets as it is now conducted and as proposed to carry on be conducted and is qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions in which the conduct of its businessesbusiness requires it to so qualify or be licensed except where the failure to do so, individually or in the aggregate, could not reasonably be expected to materially and adversely affect the ability of the Borrower to perform its obligations under this Agreement of any Loan Document. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and every other Loan Document to consummate which it is a party, including the transactions contemplated hereunder. There Borrower’s use of the proceeds hereof, are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower’s charter, articles or by-laws or (ii) contravene law (including, without limitation, Regulations T, U and X issued by the Board of Governors of the Federal Reserve Board) or any material contractual restriction binding on or affecting the Borrower or (iii) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries. (c) No authorization or approval or other action by, and no other consentsnotice to or filing with, approvals, authorizations any governmental authority or permits regulatory body is required on its part for the consummation due execution, delivery and performance by the Borrower of this Agreement or any other Loan Document. (d) This Agreement is, and each of other Loan Documents to which the transactions contemplated hereunder. The Borrower has duly and validly executed and is a party, when delivered this Agreementhereunder will be, which constitutes a the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its their respective terms. 4.3. (e) The execution and delivery consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2009, and the performance related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2010, and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, (ii) violate any lawcopies of which have been furnished to each Lender, statutefairly present, ordinancesubject, rulein the case of said balance sheet as at September 30, regulation2010 and said statements of income and cash flows for the nine months then ended, orderto year-end audit adjustments, judgment or decree applicable to the Borrower or by which any consolidated financial condition of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Except as publicly available are completedisclosed prior to the date hereof, accurate, on and fairly present the financial condition of Borrower as of the dates stateddate of this Agreement, and since December 31, 2009, there have has been no material adverse changes change in Borrower’s the business, financial condition since the date or results of operations of the most recent financial statementsBorrower and its Subsidiaries, taken as a whole. 4.5. (f) There are no actions, suits, investigations, suits or proceedings pending or, to the knowledge of the Borrower, threatened, against the Borrower or threatened against any Subsidiary the reasonably anticipated outcome of which (i) would materially and adversely affect the ability of the Borrower that could have a material adverse effect on its ability to perform its obligations under this AgreementAgreement of any other Loan Document, (ii) purport to affect the legality, validity or enforceability of this Agreement of any other Loan Document or (iii) would cause the Bonds or any portion thereof to fail to qualify as a Tax-Exempt Financing. 4.6. (g) The Borrower is not engaged in material compliance with all applicable laws, regulations, and ordinancesthe business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of the Bonds or any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, except in compliance with Regulations T, U and X issued by the Board of Governors of the Federal Reserve Board. (h) Neither the Borrower nor any Subsidiary is an “investment company” or a Borrower “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940. (i) The Borrower and each Subsidiary have filed all material tax returns (federal, state, provincial and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or provided adequate reserves for payment thereof. (j) In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the operations and properties of the Borrower, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any liabilities in connection with off-site disposal of Hazardous Substances and any capital or operating expenditures) required to achieve or maintain compliance with Environmental Laws. On the basis of this review, the Borrower has reasonably concluded that, except with respect to any matter disclosed in Items 1 or 3 in the Borrower’s 2009 Form 10-K or in the Commitments and Contingencies Note to the consolidated financial statements incorporated therein, such associated liabilities and costs, are unlikely to cause a material adverse change in the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, from that shown on the consolidated financial statements as at, and for the nine-month period ended September 30, 2010, provided that the inclusion of such exception does not indicate that any such matter will cause such a material adverse change. (k) No event has occurred that could result in any material violation thereof. 4.7. Borrower and is not in default under any debentures, bondscontinuing, or other material obligationswould result from the execution and delivery of this Agreement, and no event has occurred that, with notice and/or lapse which constitutes an Event of time, Default or which would constitute a default. 4.8. Except an Event of Default but for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations requirement that notice be given or warranties from the Lendertime elapse or both.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 4.2. (b) The execution, delivery and performance by the Borrower has of the full corporate power Loan Documents and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of the Loan Documents. (d) This Agreement has been, and each of the other Loan Documents when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the other Loan Documents when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2001, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2002, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with chief financial officer or violate the organizational documents treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at March 31, 2002, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2001, there has been no Material Adverse Change. (iif) violate any lawThere is no pending or, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower knowledge of the Borrower, threatened action, suit, investigation, litigation or by which proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereofAdvance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. 4.7. (h) The Borrower is not in default under any debentures, bondsan "investment company", or other material obligationsa company "controlled" by an "investment company", and no event has occurred thatwithin the meaning of the Investment Company Act of 1940, with notice and/or lapse of time, would constitute a defaultas amended. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The To induce the Banks and the Agent to execute and deliver this Amendment (which representations and warranties shall survive the execution and delivery of this Amendment), the Borrower represents and warrants to the Lender as followsAgent and the Banks that: 4.1. The Borrower is a corporation (a) this Amendment and the New Notes (as defined below in Section 6(b) hereof) have been duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authorityauthorized, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered by it and this AgreementAmendment and the New Notes constitute the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their terms., subject to limitations as to enforceability which might result from bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; 4.3. The execution (b) the Credit Agreement, as amended by this Amendment, constitutes the legal, valid and delivery binding obligation of this Agreement by the Borrower does notenforceable against the (c) the execution, delivery and the performance by the Borrower of its obligations under this Agreement, will not the Amendment and the New Notes (i) conflict with or violate the organizational documents of the Borrowerhave been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) do not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, ordinancerule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulationregulation or order of any other agency or government binding upon it, orderor (3) any provision of any material indenture, judgment agreement or decree applicable other instrument to the Borrower which it is a party or by which any of its properties or assets is bound are or affected; may be bound, or (iiiB) violate result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or arrangement the Borrower or any other instrument referred to in clause (iii)(A)(3) of its subsidiaries are party to.this Section 4(c); 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower (d) as of the dates stateddate hereof, and there have been no material adverse changes in Borrower’s financial condition since the date unwaived Default or Event of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event Default has occurred that could result in any material violation thereof.which is continuing; and 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for (e) all the representations and warranties set forth contained in Section ‎5 herein, 4 of the Credit Agreement are true and correct in all material respects with the same force and effect as if made by the Borrower did not receive any other representations or warranties from on and as of the Lenderdate hereof.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and to consummate the transactions contemplated hereunder. There are no other consentsNotes or CAF Notes (if any), approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower's certificate of incorporation or by-laws or any law or any contractual restriction binding on or affecting the Borrower, or (ii) constitute a default under any existing indenture, loan agreement or other material agreement to which the Borrower or any Subsidiary of the Borrower is a party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes or CAF Notes (if any), and no law or regulation is applicable that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) This Agreement has been, and each of the Notes or CAF Notes (if any) when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes or CAF Notes (if any) when delivered hereunder will be, the legal, valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as of December 31, 2002, and the performance by related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of its obligations under this AgreementDeloitte & Touche LLP, will not (i) conflict with or violate independent public accountants, copies of which have been furnished to each Lender, fairly present, in all material respects, the organizational documents Consolidated financial condition of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2002, there has been no Material Adverse Change. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. 4.4(g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. The financial statements issued CERC 364-Day Revolving Credit Agreement (h) Neither the Borrower nor any Subsidiary of the Borrower is an "investment company" as defined in, or otherwise subject to regulation under, the Investment Company Act of 1940, as amended. None of the execution and delivery of the Loan Documents by the Borrower and publicly available are completeor the performance of its obligations thereunder violate any regulation under the Public Utility Holding Company Act of 1935, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementsamended. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. (i) The Borrower is and each of its Subsidiaries are in material substantial compliance with all applicable laws, ordinances, rules, regulations, and ordinancesrequirements of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder) except for any non-compliance that could not reasonably be expected to have a Material Adverse Effect. (j) All written information heretofore furnished by the Borrower to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby or thereby is, and no event has occurred that could result all such information hereafter furnished by the Borrower to the Administrative Agent or any Lender will be, true and accurate in any all material violation thereof. 4.7. Borrower respects on the date as of which such information is not stated in default the light of the circumstances under any debentureswhich such information was provided (as modified or supplemented by other information so furnished, bondswhen taken together as a whole as of the date so stated); provided, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 hereinrespect to projected financial information, the Borrower did represents only that such information was prepared in good faith based on assumptions believed to be reasonable at the time, it being recognized by the Lenders that such projections as to future events are not receive to be viewed as facts and that actual results during the period or periods covered by any other representations or warranties such projections may differ from the Lenderprojected results. The Borrower has disclosed to the Administrative Agent any and all facts specific to the Borrower and its Subsidiaries and known as of the date hereof to a Responsible Officer of the Borrower that could reasonably be expected to result in a Material Adverse Effect or which could reasonably be expected to materially and adversely affect or may affect (to the extent the Borrower can now reasonably foresee), the business, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole. (k) The Borrower is, and together with its Subsidiaries, taken as a whole, Solvent as of the date hereof.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and validly existing joint venture that would be treated as a general partnership under the laws of the State of Israel. The Delaware and each of the Subsidiaries of the Borrower is a corporation, in each case duly organized, validly existing and (in the case of each Subsidiary) in good standing under the laws of the jurisdiction of its organization; each such Person (i) is duly qualified to do business and (in the case of each Subsidiary) in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (ii) has the all requisite corporate or other power and authority and any necessary governmental authority, franchise, license to own or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesbusiness as now conducted and as proposed to be conducted. All of the joint venture interests in the Borrower are directly owned by the Venturers in equal shares free and clear of all Liens; all of the outstanding capital stock of Century Telecommunications has been validly issued, is fully paid and non-assessable and is owned by Century/Texas free and clear of all Liens; all of the outstanding capital stock of Century/Texas has been validly issued, is fully paid and non-assessable and is owned by Century Communications free and clear of all Liens; and all of the outstanding capital stock of Citizens Cable has been validly issued, is fully paid and non-assessable and is owned by Citizens Utilities free and clear of all Liens. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no each other consents, approvals, authorizations or permits required on its part for the consummation Obligor of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, the Notes and the other Loan Documents and each other document to which constitutes it is or is to be a valid party, and binding obligation the acquisition by the Borrower of any Subsidiary and the acquisition by any Subsidiary of any other Subsidiary and the other transactions contemplated hereby, are within the corporate or other powers of the Borrower, enforceable against such Subsidiaries and such other Obligors, as the Borrower in accordance with its terms. 4.3. The execution and delivery of this Agreement case may be, have been duly authorized by the Borrower does notall necessary corporate or other action, and the performance by the Borrower of its obligations under this Agreement, will do not (i) conflict with or violate contravene the organizational documents joint venture agreement of the BorrowerBorrower or the charter or bylaws of any other Obligors, as the case may be, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; Governmental Rules (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.including

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesincorporation. 4.2. (b) The execution, delivery and performance by the Borrower has of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby and thereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement, the Notes or any other Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes and each of the other Loan Documents to which it is a party when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, and each of the Notes and each of the other Loan Documents to which constitutes it is a party when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. 4.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents The Audited Statements of the BorrowerBorrower and DECO and the Unaudited Statements of the Borrower and DECO, copies of each of which have been furnished to each Lender, fairly present, subject in the case of Unaudited Statements to normal year-end audit adjustments, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied and (ii) violate The Audited Statements of MCN and MichCon and the Unaudited Statements of MCN and MichCon, copies of each of which have been furnished to each Lender, fairly present, subject in the case of Unaudited Statements to normal year-end audit adjustments, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied. Since March 31, 2001, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (f) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of the Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby and there has been no adverse change in the status of any Disclosed Litigation, or its subsidiaries are party tofinancial effect on the Borrower or any of the Significant Subsidiaries from that disclosed or contemplated in the SEC Reports or as set forth on Schedule II. 4.4. (g) The financial statements issued by operations and properties of the Borrower and publicly available are completeeach of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, accurateall past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, except as disclosed or contemplated in the SEC Reports, and, except as set forth on Schedule II, no circumstances exist that could be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of the Significant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and fairly present since the financial condition date of Borrower as of the dates stated, and such Schedule B there have has been no material adverse changes change in Borrower’s such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial condition since statements referred to in subsections e(i) and e(ii) above, the date Borrower and its Subsidiaries have no material liability with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the most recent financial statementsFederal Reserve System), and no proceeds of any Revolving Credit Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. 4.5. There are no actions, suits, investigations(n) Neither the Borrower nor any of its Subsidiaries is, or proceedings pending after the making of any Revolving Credit Advance or threatened against the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company" (within the meaning of the Investment Company Act of 1940, as amended). (o) At all times the Borrower that could have a material adverse effect on its ability is exempt from being required to seek approval to perform its obligations under this Agreementthe Loan Documents pursuant to Rule 2 of the Rules and Regulations promulgated pursuant to the Public Utility Holding Company Act of 1935, as amended. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. (a) The Borrower represents and warrants to the Lender as follows: 4.1. The Borrower each of its Subsidiaries (i) is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower its incorporation, (ii) is duly qualified to and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has the all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and any necessary governmental authority, franchise, license other approvals) to own or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesbusiness as now conducted and as proposed to be conducted. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and to consummate the transactions contemplated hereunder. There are no other consentsNotes, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes, except for those authorizations, approvals, actions, notices and filings listed on Schedule 4.01(c) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. (i) The execution Consolidated balance sheet of Hartford Life and delivery of this Agreement by the Borrower does notAccident Insurance Company and its Subsidiaries as at December 31, 1996, and the performance by related Consolidated statements of income and cash flows of Hartford Life and Accident Insurance Company and its Subsidiaries for the Borrower fiscal year then ended, as filed with the Applicable Insurance Regulatory Authority for Hartford Life and Accident Insurance Company, and the Consolidated balance sheet of Hartford Life and Accident Insurance Company and its obligations under this AgreementSubsidiaries as at September 30, will not 1997, and the related Consolidated statements of income and cash flows of Hartford Life and Accident Insurance Company and its Subsidiaries for the nine months then ended, as filed with the Applicable Insurance Regulatory Authority for Hartford Life and Accident Insurance Company, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at September 30, 1997, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of Hartford Life and Accident Insurance Company and its Subsidiaries as at such dates and the Consolidated results of the operations of Hartford Life and Accident Insurance Company and its Subsidiaries for the periods ended on such dates, all in accordance with SAP, consistently applied. (ii) The Consolidated balance sheet of Hartford Life Insurance Company and its Subsidiaries as at December 31, 1996, and the related Consolidated statements of income and cash flows of Hartford Life Insurance Company and its Subsidiaries for the fiscal year then ended, as filed with the Applicable Insurance Regulatory Authority for Hartford Life Insurance Company, and the Consolidated balance sheet of Hartford Life Insurance Company and its Subsidiaries as at September 30, 1997, and the related Consolidated statements of income and cash flows of Hartford Life Insurance Company and its Subsidiaries for the nine months then ended, as filed with the Applicable Insurance Regulatory Authority for Hartford Life Insurance Company, copies of which have been furnished each Lender, fairly present, subject in the case of said balance sheet as at September 30, 1997, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial position of Hartford Life Insurance Company and its Subsidiaries as at such dates and the Consolidated results of operations of Hartford Life Insurance Company and its Subsidiaries for the periods ended on such dates, all in accordance with SAP, consistently applied. 29 29 (iii) As of September 30, 1997, there has been no Material Adverse Change (other than as publicly disclosed prior to January 22, 1997) since (i) conflict with or violate in the organizational documents case of the Borrower, the date of its creation and (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to in the case of the Borrower and its Subsidiaries taken as a whole, December 31, 1996. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than as publicly disclosed prior to January 22, 1997) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) No ERISA Event has occurred that could result in or is reasonably expected to occur with respect to any material violation thereofPlan. 4.7(i) The present aggregate value of accumulated benefit obligations of all unfunded and underfunded Plans of the Borrower and its ERISA Affiliates (based on those assumptions used for disclosure in corporate financial statements in accordance with GAAP or SAP, as applicable) did not, as of December 31, 1996, exceed by more than $70,000,000 the value of the assets of all such Plans. In such cases, the Borrower has recorded book reserves to meet such obligations. (j) Except as set forth in Schedule 4.01(j), the Borrower is not in default under any debentures, bondsan "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other material obligationstransactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and no event has occurred that, with notice and/or lapse of time, would constitute a defaultExchange Commission thereunder. 4.8. Except for (k) Neither the representations and warranties set forth in Section ‎5 hereinInformation Memorandum nor any other information, exhibit or report furnished by or on behalf of the Borrower did to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or pursuant to the terms of this Agreement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not receive any other representations or warranties from the Lendermisleading.

Representations and Warranties of the Borrower. The ---------------------------------------------- Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesNew York. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 1999, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2000, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, (ii) violate any lawcopies of which have been furnished to each Lender, statutefairly present subject, ordinancein the case of said balance sheet as at September 30, rule2000 and said statements of income and cash flows for the nine months then ended, regulationto year-end audit adjustments, order, judgment or decree applicable to the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 1999, there has been no Material Adverse Change. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereofAdvance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. 4.7. (h) The Borrower is not in default under any debentures, bondsan "investment company", or other material obligationsa company "controlled" by an "investment company", and no event has occurred thatwithin the meaning of the Investment Company Act of 1940, with notice and/or lapse of time, would constitute a defaultas amended. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The In order to induce the Administrative Agent and the Lenders party hereto to enter into this Amendment, the Borrower represents and warrants to the Lender as followsAdministrative Agent and the Lenders that the following statements are true, correct and complete: 4.1. The (i) the execution and delivery of this Amendment is within the Borrower’s partnership powers and has been duly authorized by all necessary partnership or other organizational action on the part of the Borrower; (ii) the execution and delivery of this Amendment (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter or any order, judgment or decree of any Governmental Authority, by-laws or other organizational documents of the Borrower is or any of its Subsidiaries, (c) will not violate or result in a corporation duly organized default under any material indenture, loan agreement, credit agreement, promissory note, letter of credit or other agreement binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and validly existing (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other than Liens created under the laws of the State of Israel. The Borrower is Loan Documents); (iii) this Amendment has been duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 4.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreementsubject to applicable bankruptcy, will not (i) conflict with or violate the organizational documents of the Borrowerinsolvency, (ii) violate any lawreorganization, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, moratorium or other material obligationslaws affecting creditors’ rights generally and subject to general principles of equity, and no event has occurred that, with notice and/or lapse regardless of time, would constitute whether considered in a default.proceeding in equity or at law; 4.8. Except for (iv) the representations and warranties set forth made or deemed made by the Loan Parties in Section ‎5 hereinthe Credit Agreement are true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) as of the Borrower did not receive any other date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) no Default or warranties from the LenderEvent of Default has occurred and is continuing.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesincorporation. 4.2. (b) The execution, delivery and performance by the Borrower has of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party, other than the order of the Federal Energy Regulatory Commission, dated April 28, 2009, which has been obtained and permits the transactions contemplated by the Loan Documents and remains in full force and effect. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. 4.3. (e) The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2008, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (iif) violate There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the Borrower and publicly available are completematters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, accurate, and fairly present validity or enforceability of any Loan Document or the financial condition of Borrower as consummation of the dates statedtransactions contemplated hereby, and there have has been no material adverse changes change in Borrower’s the status or financial condition since effect on the date Borrower or any of its Significant Subsidiaries, of the most recent financial statements. 4.5. There are no actions, suits, investigations, Disclosed Litigation from that disclosed or proceedings pending or threatened against Borrower contemplated in the SEC Reports that could be reasonably likely to have a material adverse effect on its ability to perform its obligations under this AgreementMaterial Adverse Effect. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower and each of its Significant Subsidiaries is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower its incorporation and is duly qualified to conduct do business in, and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary (except where the failure to so qualify would not have a material adverse affect on the business, financial condition, operations, results of operations or prospects of the Borrower and has the requisite corporate power and authority and any necessary governmental authorityits Subsidiaries, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessestaken as a whole). 4.2(b) The execution, delivery and performance by the Borrower of this Agreement, the Notes and the other Loan Documents to which it is or will be a party are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower's Restated Articles of Incorporation or by-laws, (ii) law, or (iii) any legal or contractual restriction binding on or affecting the Borrower; and such execution, delivery and performance do not and will not result in or require the creation of any Lien upon or with respect to any of its properties. (c) No Governmental Approval is required in connection with the execution, delivery or performance of any Loan Document, except for the authorization issued by the Federal Energy Regulatory Commission to the Borrower dated November 18, 1996, which authorization is in full force and effect and not the subject of any pending or threatened appeal, stay or other challenge, but which authorization shall timely and appropriately be extended, renewed or replaced in order to permit the Borrower to incur indebtedness under this Agreement beyond December 31, 1999. The Borrower has will have obtained and made, on or before each date on which this representation shall be made or reaffirmed, all necessary notices to or filings with the full corporate power and authority Federal Energy Regulatory Commission with respect to execute and deliver the transactions contemplated by this Agreement and the other Loan Documents, and all such notices and filings will have been duly made, and will be in full force and effect. (d) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries or properties before any court, governmental agency or arbitrator, that might reasonably be expected to consummate materially adversely affect (i) the transactions contemplated hereunder. There are business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (ii) the ability of the Borrower to perform its obligations under this Agreement or any other Loan Document to which the Borrower is or is to be a party. (e) Since June 30, 1998 or, in connection with any extension of the then-current Termination Date, the June 30 for which financial statements have been delivered to the Lenders in the same calendar year as an Extension Date, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, or in the Borrower's ability to perform its obligations under this Agreement or any other consentsLoan Document to which it is or will be a party. (f) Neither this Agreement nor any other document, approvalscertificate or statement furnished to the Administrative Agent by the Borrower in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, authorizations or permits required on under the circumstances in which they were made, not misleading. (g) The consolidated balance sheets of the Borrower and its part Consolidated Subsidiaries as at June 30, 1998, and the related consolidated statements of operations of the Borrower and its Consolidated Subsidiaries for the consummation three months, six months and twelve months then ended, copies of each of which have been furnished to each Bank, fairly present (subject to year-end adjustments) the consolidated financial condition of the transactions contemplated hereunderBorrower and its Consolidated Subsidiaries as at such dates and the consolidated results of operations of the Borrower and its Consolidated Subsidiaries for the periods ended on such date, all in accordance, in all material respects, with generally accepted accounting principles consistently applied (except for changes in such principles required by generally accepted accounting principles and noted in such financial statements). (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of the Borrower or any of its ERISA Affiliates which would result in a liability of $25,000,000 or more to the Borrower. Since the most recent June 30 for which financial statements have been delivered to the Lenders in accordance with Section 5.01(i) hereof, there has been no material adverse change in the funding status of the Plans and no "prohibited transaction" has occurred with respect thereto which is in either event reasonably expected to result in a liability of $25,000,000 or more to the Borrower. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan. (i) The Borrower has duly filed all tax returns (Federal, state and validly local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower is contesting in good faith an assertion of liability based on such returns, has provided adequate reserves for payment thereof in accordance with generally accepted accounting principles. (j) This Agreement is, and each other Loan Document to which the Borrower will be a party when executed and delivered this Agreementhereunder will be, which constitutes a legal, valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to the qualifications, however, that the enforcement of the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting rights and remedies of creditors and that the remedy of specific performance or of injunctive relief is subject to the discretion of the court before which any proceedings therefor may be brought. 4.3(k) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets of the Borrower and its Subsidiaries on a consolidated basis will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (l) The Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (m) The Borrower is a "holding company" within the meaning of PUHCA, but the Borrower and its Subsidiaries are exempt from the provisions of that Act, except Section 9(a)(2) thereof, by virtue of an order issued by the Securities and Exchange Commission on June 30, 1948. Such exemption is in full force and effect and the Borrower is not aware of any existing or proposed proceedings contemplating the revocation or modification of such exemption. (n) The execution Borrower has made a reasonable assessment of its Year 2000 Issues and delivery of this Agreement by has a realistic and achievable Year 2000 Program. Based on such assessment and on its Year 2000 Program, the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, not reasonably anticipate that Year 2000 Issues will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this AgreementMaterial Adverse Effect. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesincorporation. 4.2. (b) The execution, delivery and performance by the Borrower has of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby and thereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement, the Notes or any other Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes and each of the other Loan Documents to which it is a party when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, and each of the Notes and each of the other Loan Documents to which constitutes it is a party when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. 4.3. (e) The execution and delivery of this Agreement by Audited Statements ox xxx Xxxxxxer xxx the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents Unaudited Statements of the Borrower, copies of each of which have been furnished to each Lender, fairly present, subject in the case of Unaudited Statements to normal year-end audit adjustments, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied. Since June 30, 2002, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (iif) violate There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of the Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby and there has been no adverse change in the status of any Disclosed Litigation, or its subsidiaries are party tofinancial effect on the Borrower or any of the Significant Subsidiaries from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. 4.4. (g) The financial statements issued by operations and properties of the Borrower and publicly available are completeeach of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, accurateall past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, except as disclosed or contemplated in the SEC Reports, and fairly present no circumstances exist that could be reasonably likely to (i) form the financial condition basis of an Environmental Action against the Borrower as or any of the dates statedSignificant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there have has been no material adverse changes change in Borrower’s financial condition since the date of the most recent financial statementssuch funding status. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. 3.01. The Borrower hereby represents and warrants that the following statements shall be true and correct as of the date hereof: (a) The representations and warranties of the Borrower contained in Article V of the Agreement are true and correct on and as of the date hereof as though made on and as of such date (except to the Lender extent the same expressly relate to an earlier date). (b) No Default or Event of Default nor any condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default has occurred and is continuing or would result from the execution of this Amendment. 3.02. In addition to the representations given in Article V of the Agreement, the Borrower hereby represents and warrants as follows: 4.1. (a) The execution, delivery and performance by the Borrower is a corporation of this Amendment and the Agreement, as amended hereby, are within its powers, have been duly organized authorized by all necessary action and validly existing under do not contravene any law, rule or regulation, any judgment, order or decree or any contractual restriction binding on or affecting the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesBorrower. 4.2. The Borrower has the full corporate power (b) No authorization, approval or other action by, and no notice to or filing with, any governmental authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits regulatory body is required on its part for the consummation due execution, delivery and performance by the Borrower of this Amendment or the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a as amended hereby. (c) This Amendment and the Agreement, as amended hereby, constitute legal, valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not except that (i) conflict with the enforcement thereof may be limited by bankruptcy, reorganization, insolvency, liquidation, moratorium and other laws relating to or violate affecting the organizational documents enforcement of creditors’ rights and remedies generally, as the same may be applied in the event of the bankruptcy, reorganization, insolvency, liquidation or similar situation of the Borrower, and (ii) violate any law, statute, ordinance, rule, regulation, order, judgment no representation or decree applicable warranty is expressed as to the Borrower or by which any availability of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party toequitable remedies. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The In order to induce the Administrative Agent and the Lenders party hereto to enter into this Amendment, the Borrower represents and warrants to the Lender as followsAdministrative Agent and the Lenders that the following statements are true, correct and complete: 4.1. The (i) the execution and delivery of this Amendment is within the Borrower’s partnership powers and has been duly authorized by all necessary partnership or other organizational action on the part of the Borrower; (ii) the execution and delivery of this Amendment (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter or any order, judgment or decree of any Governmental Authority, by-laws or other organizational documents of the Borrower is or any of its Subsidiaries, (c) will not violate or result in a corporation duly organized default under any material indenture, loan agreement, credit agreement, promissory note, letter of credit or other agreement binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and validly existing (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other than Liens created under the laws of the State of Israel. The Borrower is Loan Documents); (iii) this Amendment has been duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 4.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreementsubject to applicable bankruptcy, will not (i) conflict with or violate the organizational documents of the Borrowerinsolvency, (ii) violate any lawreorganization, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, moratorium or other material obligationslaws affecting creditors’ rights generally and subject to general principles of equity, and no event has occurred that, with notice and/or lapse regardless of time, would constitute whether considered in a default.proceeding in equity or at law; 4.8. Except for (iv) the representations and warranties set forth made or deemed made by the Loan Parties in Section ‎5 hereinthe Credit Agreement are true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) as of the Borrower did not receive any other Amendment Effective Date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) no Default or warranties from the LenderEvent of Default has occurred and is continuing.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and incorporated, validly existing and in good standing under the laws of the State jurisdiction indicated at the beginning of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesthis Agreement. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Note are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower, except, in the case of this clause (ii), to consummate the transactions contemplated hereunder. There are extent it could not reasonably be expected to have a material adverse change on the Borrower. (c) No authorization or approval or other action by, and no other consentsnotice to or filing with, approvals, authorizations any governmental authority or permits regulatory body is required on its part for the consummation due execution, delivery and performance by the Borrower of this Agreement or the transactions contemplated hereunder. The Note, except for those that have otherwise been obtained or made on or prior to the date hereof and which remain in full force and effect on the date that the Borrower has duly receives the initial Advance. (d) This Agreement is, and validly executed and the Note when delivered this Agreementhereunder will be, which constitutes a legal, valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights. 4.3. (e) The execution and delivery consolidated financial statements of this Agreement by the Borrower does notincluded or incorporated by reference in the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2024 and the Prospectus included therein (the “Prospectus”), together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Borrower and its subsidiaries as of the dates indicated and the consolidated statement of operations, consolidated statement of cash flows and consolidated statement of stockholders’ equity (deficit) of the Borrower for the periods specified, except that such unaudited financial statements are subject to normal year-end adjustments and lack footnotes required by GAAP, and have been prepared in compliance in all material respects with the performance by requirements of the Borrower Securities Act of its obligations under this Agreement1933, will not as amended, and Exchange Act of 1934, as amended, as applicable, and in conformity with generally accepted accounting principles (i“GAAP”) conflict with or violate in the organizational documents United States as in effect as of the time of filing applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved. (f) There is no pending or, to the knowledge of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment threatened action or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party tobefore any court, governmental agency or arbitrator, which may materially adversely affect the financial condition or operations of the Borrower or any subsidiary or which purports to affect the legality, validity or enforceability of this Agreement or the Note. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereof. 4.7. Borrower is not in default under Advance will be used to purchase or carry any debentures, bonds, margin stock or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except to extend credit to others for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive purpose of purchasing or carrying any other representations or warranties from the Lendermargin stock.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and currently subsisting under the laws of the State Commonwealth of IsraelPennsylvania. The Borrower is duly qualified to conduct its business and has the all requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesbusiness in all material respects as now conducted and is qualified to do business in every jurisdiction where such qualification is required, except where the failure to have such power, authority or qualification, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by laws or (ii) any applicable law or any contractual restriction binding on or affecting the Borrower, and will not result in or require the creation or imposition of any Lien prohibited by this Agreement, provided that any increase of the Commitments in accordance with Section 2.19 shall require corporate action for the due authorization thereof prior to the effectiveness of such increase. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it, provided that any increase of the Commitments in accordance with Section 2.19 and the extension of the Termination Date in accordance with Section 2.20 shall require appropriate governmental or third party authorization thereof prior to the effectiveness of such increase or such extension, as the case may be. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at September 30, 2010, and the performance by the Borrower related Consolidated statements of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents income and cash flows of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are completeits Subsidiaries for the fiscal year then ended, accurateaccompanied by an opinion of PricewaterhouseCoopers LLP, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2010, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for three months then ended, copies of which have been included in the SEC Filings prior to the date hereof, fairly present present, subject, in the case of said balance sheet as at December 31, 2010, and said statements of income and cash flows for three months then ended, to year end audit adjustments and the presentation of footnotes not required by Regulation S-X to be included in interim financial statements, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date operations of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on and its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except Subsidiaries for the representations and warranties set forth periods ended on such dates, all in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lenderaccordance with generally accepted accounting principles consistently applied.

Representations and Warranties of the Borrower. The In order to induce Lender to enter into this Fourth Amendment, Borrower represents and warrants to the Lender as followsfollowing: 4.1. The Borrower is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The (a) Borrower has the full corporate power and authority to execute and deliver this Agreement Fourth Amendment and the other Loan Documents executed by it and to perform all of its obligations in connection herewith and therewith. (b) The execution and delivery by Borrower of this Fourth Amendment and other Loan Documents executed by it and the performance of its obligations in connection herewith and therewith: (i) have been duly authorized or will be duly ratified and affirmed by all requisite corporate action; (ii) will not violate any provision of law, any order of any court or agency of government or the Articles of Incorporation or Bylaws of such entity; (iii) will not be in conflict with, result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument; and (iv) will not require any registration with, consent or approval of or other action by any federal, state, provincial or other governmental authority or regulatory body. (c) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or, to the knowledge of Borrower, threatened against or affecting Borrower or any properties or rights of Borrower or involving this Fourth Amendment or the transactions contemplated hereby which, if adversely determined, would materially impair the right of Borrower, to carry on business substantially as now conducted or materially and adversely affect the financial condition of Borrower or materially and adversely affect the ability of Borrower to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for by this Fourth Amendment. (d) The representations and warranties of Borrower contained in the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Loan Agreement, which constitutes a valid this Fourth Amendment and binding obligation of the any other Loan Document securing Borrower, enforceable against the Borrower in accordance with its terms. 4.3. The execution ’s Obligations and delivery of this Agreement by the Borrower does not, indebtedness to Lender are correct and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower accurate on and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stateddate hereof as though made on and as of the date hereof, and there except to the extent that the facts upon which such representations are based have been no material adverse changes in Borrower’s financial condition since changed by the date of the most recent financial statementstransactions herein contemplated. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesincorporation. 4.2. (b) The execution, delivery and performance by the Borrower has of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby and thereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. 4.3. (e) The execution and delivery Audited Statements of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents Unaudited Statements of the Borrower, copies of each of which have been furnished to each Lender, fairly present, subject in the case of Unaudited Statements to normal year-end audit adjustments, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied. Since June 30, 2004, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (iif) violate There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party toSignificant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the matters disclosed or contemplated in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. 4.4. (g) The financial statements issued by operations and properties of the Borrower and publicly available are completeeach of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, accurateall past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and fairly present no circumstances exist that could be reasonably likely to (i) form the financial condition basis of an Environmental Action against the Borrower as or any of the dates statedSignificant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there have has been no material adverse changes change in Borrower’s financial condition since the date of the most recent financial statementssuch funding status. 4.5. There are no actions, suits, investigations, (j) Neither the Borrower nor any ERISA Affiliate has incurred or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability is reasonably expected to perform its obligations under this Agreementincur any Withdrawal Liability to any Multiemployer Plan. 4.6. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in material compliance with all applicable lawsreorganization or has been terminated, regulations, and ordinanceswithin the meaning of Title IV of ERISA, and no event has occurred that could result such Multiemployer Plan is reasonably expected to be in any material violation thereofreorganization or to be terminated, within the meaning of Title IV of ERISA. 4.7(l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in default under any debentures, bonds, the business of extending credit for the purpose of purchasing or other material obligationscarrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no event has occurred thatproceeds of any Revolving Credit Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, with notice and/or lapse margin stock (within the meaning of timeRegulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, would constitute a defaultor any other restriction hereunder. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, (n) Neither the Borrower did not receive nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other representations transactions contemplated hereby, will be, an "investment company", or warranties an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company" (within the meaning of the Investment Company Act of 1940, as amended). (o) The Borrower is a "public utility company" and a "subsidiary company" of MichCon Holdings, Inc., which is a "holding company" and a "subsidiary company" of Enterprises, which is a "holding company" and "subsidiary company" of DTE Energy, which is a "holding company" as such terms are defined in the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), and such "holding companies" and the Borrower are currently exempt from the Lenderprovisions of the 1935 Act (except Section 9 thereof).

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesTennessee. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the other Loan Documents to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the other Loan Documents to be delivered by it, except for such authorizations and approvals which have been obtained and notices and filings which have been made. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at February 1, 2019, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at August 2, 2019, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, (ii) violate any lawcopies of which have been furnished to each Lender, statutefairly present, ordinancesubject, rulein the case of said balance sheet as at August 2, regulation2019, orderand said statements of income and cash flows for the six months then ended, judgment or decree applicable to year end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since February 1, 2019, there has been no Material Adverse Change. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the Borrower and publicly available are completematters described on Schedule 4.01(f) Disclosed Litigation hereto or (ii) purports to affect the legality, accurate, and fairly present validity or enforceability of this Agreement or any other Loan Document or the financial condition of Borrower as consummation of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementstransactions contemplated hereby. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and incorporated, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and Florida, has the requisite corporate power and authority to own its properties and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesbusiness as now conducted, and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which failure to so qualify would have a material adverse effect on the transaction contemplated hereby. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, the Note and each other Loan Document to which constitutes the Borrower is a party have been duly authorized by all necessary corporate action and do not and will not: (i) require any consent or approval of the share-holders of the Borrower not already obtained; (ii) contravene the Borrower's governing documents; (iii) violate any provision of any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than arising under a Loan Document) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower; and the Borrower is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is or will be a party. (d) This Agreement is, and each other Loan Document to which the Borrower will be a party when delivered hereunder will be, legal, valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, and there has not occurred any action or inaction of Lender which Borrower believes may (i) be actionable against Lender, or (ii) give rise to a defense, to payment hereunder or under the Note for any reason, including without limitation, commission of a tort or violation of any contractual duty or duty implied at law. 4.3. (e) The execution and delivery consolidated balance sheet of this Agreement by the Borrower does notas of December 31, 1997, and the performance related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended, reviewed by the Borrower Xxxxxx Xxxxxxxx & Co., LLP, copies of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable which have been furnished to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower and publicly available are completeLender, accurate, and fairly present the financial condition of the Borrower as at such date and its results of operations for the dates statedyear then ended in accordance with generally accepted accounting principles, consistently applied, and since March 31, 1998 there have has been no material adverse changes change in Borrower’s such condition or operations. (f) There is no pending, or to the best of its knowledge, threatened action or proceeding affecting the Borrower before any court, governmental agency or arbitrator which may materially adversely affect the financial condition since the date or operations of the most recent financial statementsBorrower. 4.5. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of the Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) There are no actionsrecorded and/or perfected mortgages, suitsdeeds of trust, investigationsliens, security interests or, to the best of its knowledge, other charges and encumbrances (including liens or the retained titles of conditional vendors) of any nature whatsoever on any properties of the Borrower other than those permitted under Section 5.02(a) hereof. (i) The Borrower has filed all tax returns (federal, state and local) required to be filed and has paid all taxes shown thereon to be due, including interest and penalties, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation provided adequate reserves for payment thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to warrants, as of the Lender Closing Date, as follows: 4.1. (a) The Borrower (i) is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower New Jersey and (ii) is duly qualified and in good standing under the laws of New Jersey and each of the respective states in which its principal operating facilities are located, except, with respect to conduct its business and has this clause (ii) only, in states where the requisite corporate power and authority and any necessary governmental authority, franchise, license failure to be so qualified or permit in good standing would not reasonably be expected to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesresult in a Material Adverse Effect. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes (i) are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and (ii) do not contravene (x) the Borrower’s charter or by-laws or (y) except to consummate the transactions contemplated hereunder. There are no other consentsextent such contravention would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect, approvalslaw or any material contractual restriction binding on the Borrower or, authorizations or permits required on its part for to the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation knowledge of the Borrower, any other contractual restriction binding on the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes. (d) This Agreement and the Notes (when delivered hereunder) have been duly executed and delivered and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 4.3. (i) The execution and delivery consolidated balance sheets of this Agreement by the Borrower does notand its Consolidated Subsidiaries as at September 30, 2019, and the performance by related statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Administrative Agent, fairly present the consolidated financial condition of the Borrower and its obligations under this AgreementConsolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such date, will not all in accordance with GAAP consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of December 31, 2019, and the related unaudited consolidated statements of income and cash flows for the nine months then ended and set forth in the Borrower’s Report on Form 10-Q for the quarter ended December 31, 2019, copies of which have been furnished to the Administrative Agent, fairly present, in conformity which GAAP applied on a basis consistent with the financial statements referred to in clause (i) conflict with or violate of this paragraph (e), the organizational documents consolidated financial position of the Borrower, Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable subject to the Borrower or by which any of its properties or assets is bound or affected; normal year-end adjustments). (iii) violate any agreement Since September 30, 2019, there has been no material adverse change in the business, condition (financial or arrangement otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended; provided that the impacts of COVID-19 on the business, operations or financial condition of the Borrower or any of its subsidiaries are party toSubsidiaries that occurred and were disclosed to the Administrative Agent or otherwise publicly available on or prior to the Closing Date will be disregarded. 4.4. The financial statements issued by (f) There is no pending (or, to the Borrower’s knowledge, threatened) action or proceeding against the Borrower and publicly available are completeor any of its Subsidiaries before any court, accurategovernmental agency or arbitrator, and fairly present the financial condition of Borrower as of the dates stated, and in which there have been no material is likely to be an adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower decision that could (i) would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Borrower and its ability Subsidiaries, taken as a whole, except as disclosed in filings made by the Borrower with the SEC on or before the date that is five days prior to perform its obligations under the date hereof, or (ii) purports to affect the legality, validity, binding effect or enforceability of this AgreementAgreement or any Note. 4.6(g) No proceeds of any Loan will be used directly or indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) The Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all other material tax returns required to be filed by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for filings or payments the failure of which to make would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (i) Each Plan, and, to the knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in the ordinary course of business, to the PBGC established under ERISA in connection with any Plan or Multiemployer Plan that would (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (j) The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (k) No statement, information, report, representation, or warranty made by the Borrower in this Agreement or furnished to the Administrative Agent or any Lender by or on behalf of the Borrower in connection with this Agreement or contained in any filing made by the Borrower with the SEC (taken as a whole with all other information, including amendments and supplements then filed with the SEC) contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (l) The Borrower and its Subsidiaries are, as of the Closing Date, after giving effect to the making of the Loans and application of the proceeds thereof, on a consolidated basis, Solvent. (m) Each of the Borrower and its Subsidiaries is in compliance with all applicable lawsstatutes, regulationsregulations and orders of, and ordinancesall applicable restrictions imposed by, all governmental authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any real estate asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such real estate asset or the operations of the Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (n) The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and no event has occurred the Borrower, its Subsidiaries and their respective officers and to the knowledge of the Borrower its directors, employees and agents, are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective officers, or, to the knowledge of the Borrower or such Subsidiary, their respective directors or employees or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that could will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. (o) No part of the proceeds of the Loans will be used, directly or indirectly, (x) for the purpose of financing any activities or business of or with any Person that at such time is the subject of any Sanctions, or with or in any country or territory to the extent that such country or territory is the subject of any Sanctions, or in any other manner that reasonably would be expected to result in the Borrower or any material violation thereof. 4.7. Borrower is not Lender being in default under breach of any debenturesSanctions Laws, bonds(y) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or other material obligationsanyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Law, or (z) in any way that would violate the Patriot Act or any Anti-Money Laundering Laws. As of the Closing Date, all of the information included in the Beneficial Ownership Certification previously furnished to the Administrative Agent is true and no event has occurred that, with notice and/or lapse of time, would constitute a defaultcorrect. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower (i) is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower its incorporation (San Xxxxx Sula, Honduras), (ii) is duly qualified to and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed could not reasonably be expected to have a Material Adverse Effect and (iii) has the all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and any necessary governmental authority, franchise, license other approvals) to own or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesbusiness as now conducted and as proposed to be conducted. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. The outstanding capital stock of the Borrower is free and clear of all Liens. 4.2. (b) The Borrower has no Subsidiaries. (c) The execution, delivery and performance by the full corporate power Borrower of the Loan Document to which it is or is to be a party, and authority to execute and deliver this Agreement and to consummate the consummation of the transactions contemplated hereunder. There hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower's organizational documents, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower. (d) No authorization or approval or other action by, and no notice to or filing with, any Honduran governmental authority or regulatory body or any other consentsthird party is required for (i) the due execution, approvalsdelivery, authorizations recordation, filing or permits required on its part performance by the Borrower of any Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated hereunder. The hereby, (ii) the grant by the Borrower of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by the Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions, notices and filings. (e) This Agreement has been duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 4.3. (f) The execution pro forma and forecasted balance sheets, income statements and statements of cash flows of the Borrower delivered to the Lender pursuant to Section 3.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in the light of conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower's best estimate of its future financial performance. (g) No information, exhibit or report furnished by the Borrower to the Lender (including the Information Memorandum when delivered) in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (h) The Lender has received and reviewed the Insurance Policies and has found them acceptable. (i) There is no action, suit, investigation, litigation or proceeding, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to materially affect the legality, validity or enforceability of this Agreement by or the consummation of the transactions contemplated hereby. (j) The operations and properties of the Borrower does notcomply in all material respects with all applicable Environmental Laws and Environmental Permits, all past material non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and the performance by the Borrower of its obligations under this Agreement, will not no circumstances exist that could (i) conflict with form the basis of an Environmental Action against such Person or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties that could reasonably be expected to have a Material Adverse Effect or assets is bound (ii) cause any such property to be subject to any material restrictions on ownership, occupancy, use or affected; (iii) violate transferability under any agreement or arrangement the Borrower or any of its subsidiaries are party toEnvironmental Law. 4.4. (k) The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under a party to any debenturesindenture, bonds, loan or credit agreement or any lease or other material obligations, and no event has occurred agreement or instrument or subject to any charter or corporate restriction that, with notice and/or lapse of timein each case, would constitute could reasonably be expected to have a defaultMaterial Adverse Effect. 4.8(l) The Collateral Documents create a valid and perfected first priority security interest in the Collateral, securing the payment of the Obligations owing to the Secured Party under the Loan Documents and all filings and other actions necessary or desirable to perfect and protect such security interest set forth therein shall have been duly taken. Except The Borrower is the legal and beneficial owner of the Collateral pledged by it and that the Collateral is free and clear of any Lien, except for the representations liens and warranties set forth in Section ‎5 herein, security interests created or permitted under the Loan Documents. (m) Neither the business nor the properties of the Borrower did are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or other casualty (whether or not receive any other representations or warranties from the Lendercovered by insurance) that could be reasonably likely to have a Material Adverse Effect. (n) Set forth on Schedule 3.01(m)

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesWisconsin. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2003, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, an independent registered public accounting firm, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2004, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, copies of which have been furnished to each Lender Party, fairly present in all material respects, subject, in the case of said balance sheet as at June 30, 2004, and said statements of income and cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2003, there has been no Material Adverse Change. (iif) violate any lawThere is no pending or, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower knowledge of the Borrower, threatened action, suit, investigation, litigation or by which proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 4.4(g) The Borrower and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries except such taxes or assessments, if any, as are being contested in good faith by appropriate proceedings. The financial statements charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of taxes are, in the opinion of the Borrower, adequate. (h) No proceeds of any Advance will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934 if the Borrower has reason to know that the board of directors of the issuer of such equity security opposes or will oppose such acquisition. (i) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (j) The operations of the Borrower and publicly available are complete, accurate, and fairly present the financial condition each of Borrower as of the dates stated, and there have been no its Domestic Subsidiaries comply in all material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance respects with all applicable lawsERISA, regulationsenvironmental, health and ordinancessafety requirements of law the failure to comply with which would have a Material Adverse Effect; (ii) the operations of each Foreign Subsidiary of the Borrower comply in all material respects with all applicable environmental, health and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debenturessafety requirements of law, bonds, or other material obligations, the failure to comply with which would have a Material Adverse Effect; and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for (iii) prior to the representations and warranties set forth in Section ‎5 hereindate hereof, the Borrower did not receive shall have inspected, and shall have caused each of its Subsidiaries to have inspected, its property owned in fee and, with respect to each building in which asbestos shall have been found, the Borrower shall have caused such building to be in compliance with applicable rules and regulations under local law relating to asbestos containment, maintenance and removal. The term “Domestic Subsidiary” means a Subsidiary organized under the laws of, or having its principal place of business within, a jurisdiction located in the United States and the term “Foreign Subsidiary” means any other representations or warranties from the LenderSubsidiary.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. The (a) Each of the Borrower and each Significant Subsidiary is a corporation duly organized and incorporated, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated and is duly qualified to conduct do business in and is in good standing under the laws of each other jurisdiction where the nature of its business or the nature of property owned or used by it makes such qualification necessary (except where failure to so qualify would not have a material adverse affect on the financial condition, operations or properties of the Borrower and has the requisite corporate power and authority and any necessary governmental authorityits Subsidiaries, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessestaken as a whole). 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or contractual restriction binding on or affecting the Borrower or its properties. (c) No authorization or approval or other action by, and no notice to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits filing with any governmental authority or regulatory body is required on its part for the consummation due execution, delivery and performance by the Borrower of this Agreement, other than the transactions contemplated hereunder. The Borrower SEC Order, which has been duly issued and validly is in full force and effect, and a notification to the North Carolina Utilities Commission, which has been timely made. (d) This Agreement has been duly executed and delivered this Agreementby the Borrower and is, which constitutes a and any promissory note when delivered pursuant to Section 2.01(b) will be, the legal, valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. (e) The execution and delivery Consolidated balance sheets of this Agreement by the Borrower does notand its Subsidiaries as of December 31, 2003, and the performance by related Consolidated statements of income and retained earnings of the Borrower and its Subsidiaries for the fiscal year then ended, and the Consolidated balance sheets of the Borrower and its obligations under Subsidiaries as of March 31, 2004, and the related Consolidated statements of income and retained earnings of the Borrower and its Subsidiaries, copies of each of which have been furnished to each Lender and the Issuing Bank, fairly present (subject, in the case of such financial statements dated March 31, 2004, to year end adjustments) the financial condition of the Borrower and its Subsidiaries as at such dates and the results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2003, there has been no material adverse change in the financial condition, operations or properties of the Borrower and its Subsidiaries, taken as a whole. (f) Except as described in the reports and registration statements that the Borrower, CP&L, FPC and Florida Power have filed with the Securities and Exchange Commission prior to the date of this Agreement, will not (i) conflict with there is no pending or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment threatened action or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator, that may materially adversely affect the financial condition, operations or properties of the Borrower and its subsidiaries are party toSubsidiaries, taken as a whole. 4.4. (g) No proceeds of any Extension of Credit will be used to acquire any security in any transaction that is subject to Sections 13 and 14 of the Exchange Act. (h) No proceeds of any Extension of Credit will be used in connection with any Hostile Acquisition. (i) The financial statements Borrower is not engaged in the business of extending credit for the purpose of buying or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereofAdvance will be used to buy or carry any margin stock or to extend credit to others for the purpose of buying or carrying any margin stock. 4.7. Borrower is (j) Following application of the proceeds of each Extension of Credit, not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse more than 5% of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, value of the assets (either of the Borrower did not receive any other representations only or warranties from of the LenderBorrower and the Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or 5.02(e) will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).

Representations and Warranties of the Borrower. The To induce the Banks and the Agent to execute and deliver this Amendment (which representations and warranties shall survive the execution and delivery of this Amendment), the Borrower represents and warrants to the Lender as followsAgent and the Banks that: 4.1. The Borrower is a corporation (a) this Amendment, the Amended M&I Bank Note (as hereinafter defined) and the Amended Norwest Note (as hereinafter defined) have been duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authorityauthorized, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered by it and this Amendment, the Amended M&I Bank Note and the Amended Norwest Note constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to limitations as to enforceability which might result from bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (b) the Credit Agreement, which as amended by this Amendment, constitutes a the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms., subject to limitations as to enforceability which might result from bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; 4.3. The execution (c) the execution, delivery and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this AgreementAmendment, will not the Amended M&I Bank Note and the Amended Norwest Note (i) conflict with or violate the organizational documents of the Borrowerhave been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) do not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, ordinancerule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulationregulation or order of any other agency or government binding upon it, orderor (3) any provision of any material indenture, judgment agreement or decree applicable other instrument to the Borrower which it is a party or by which any of its properties or assets is bound are or affected; may be bound, or (iiiB) violate result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or arrangement the Borrower or any other instrument referred to in clause (iii)(A)(3) of its subsidiaries are party to.this Section 3(c); 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower (d) as of the dates stateddate hereof, and there have been no material adverse changes in Borrower’s financial condition since the date Default or Event of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event Default has occurred that could result in any material violation thereof.which is continuing; and 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for (e) all the representations and warranties set forth contained in Section ‎5 herein, Article IV of the Credit Agreement are true and correct in all material respects with the same force and effect as if made by the Borrower did not receive any other representations or warranties from on and as of the Lenderdate hereof.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. The Borrower (a) Each Loan Party (i) is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower its incorporation, (ii) is duly qualified to and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has the all requisite corporate power and authority and any necessary governmental authority, franchise, license to own or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesbusiness as now conducted and as proposed to be conducted. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. 4.2(b) Set forth on Schedule II hereto is a complete and accurate list of all Material Subsidiaries of the Borrower, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, and the number outstanding and the percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower, and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. The All of the outstanding capital stock of all of such Subsidiaries has been validly issued, is fully paid and non- assessable and is owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens. Each such Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has the full all requisite corporate power and authority to execute own or lease and deliver this Agreement operate its properties and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required carry on its part for business as now conducted and as proposed to be conducted. (c) The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, as appropriate, and the consummation of the transactions contemplated hereunder. The Borrower has hereby, are within such Person's corporate powers, have been duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 4.3. The execution and delivery of this Agreement authorized by the Borrower does notall necessary corporate action, and the performance by the Borrower of its obligations under this Agreement, will do not (i) conflict with contravene such Person's charter or violate the organizational documents of the Borrowerby-laws, (ii) violate any law (including, without limitation, the Exchange Act), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any loan agreement, contract, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower, any of its Subsidiaries or any of its properties, the effect of which conflict, breach or default is reasonably likely to have a Material Adverse Effect or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Subsidiaries. None of the Borrower nor any of its Subsidiaries, is in violation of any such law, statute, ordinance, rule, regulation, order, judgment writ, judgment, injunction, decree, determination or decree award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which would be reasonably likely to have a Material Adverse Effect. (d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or is to be a party or for the consummation of the other transactions contemplated hereby or (ii) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents, except for authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect. (e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party which is a party thereto. This Agreement is, and each other Loan Document when delivered will be, the legal, valid and binding obligations of each Loan Party which is a party thereto, enforceable against such Person, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and by general principles of equity. (f) Each of the audited Consolidated balance sheet of the Borrower as at December 31, 1996 and the related audited Consolidated statements of earnings, cash flows and stockholders' equity of the Borrower for the fiscal year then ended, copies of all of which have been furnished to each Lender, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1996, there has been no Material Adverse Change relating to the Borrower. (g) There is no pending or threatened action, proceeding, governmental investigation or arbitration affecting any Loan Party or any of their Subsidiaries before any court, governmental agency or arbitrator, which is reasonably likely to have a Material Adverse Effect or that purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock and no proceeds of any Advance will be used (i) to purchase or carry any Margin Stock, except in connection with Permitted Acquisitions and the repurchase by the Borrower of its capital stock, or (ii) to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (i) Except as set forth on Schedule III hereto, the Borrower and each ERISA Affiliate of the Borrower are in compliance in all material respects with the applicable provisions of ERISA and the Code with respect to each Plan. No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. The amount of all Unfunded Pension Liabilities under all current Plans does not exceed $25,000,000. Neither the Borrower nor any of its ERISA Affiliates has incurred any Withdrawal Liability to any Multiemployer Plan within the past five years, and it is not reasonably expected that contributions shall be made or required or that such liability shall be incurred in any case in amounts or under circumstances that would be reasonably likely to result in a material liability to the Borrower or by which any ERISA Affiliate of the Borrower. The consolidated financial statements of the Borrower and its Subsidiaries fully reflect any material liability with respect to "expected postretirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. Neither the Borrower nor any of its properties ERISA Affiliates would reasonably be expected to incur a material liability relating to the funding status of any RBLI Plan. No ERISA Affiliate of RBLI has incurred any liability under Title IV of ERISA arising in connection with the termination of, or assets is bound complete or affected; (iii) violate partial withdrawal from, any agreement RBLI Plan or arrangement Multiemployer Plan that would reasonably be expected to become a material liability of the Borrower or any of its subsidiaries are party toERISA Affiliates. 4.4. (j) Except as set forth on Schedule III hereto, neither the Borrower nor any of its Subsidiaries currently maintains or contributes to any Welfare Plan which provides post-retirement medical or life insurance benefits other than pursuant to Section 4980B of the Code or Section 601 through 608 of ERISA. (k) The financial statements issued by operations and properties of the Borrower and publicly available each of its Subsidiaries comply with all Environmental Laws, all necessary Environmental Permits have been obtained and are completein effect for the operations and properties of the Borrower and its Subsidiaries and the Borrower and each of its Subsidiaries are in compliance with all such Environmental Permits, accurateexcept, as to all of the above, where the failure to do so would not be reasonably likely to have a Material Adverse Effect; and fairly present no circumstances exist that are reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their respective properties or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that would, in the case of either (i) or (ii) above, be reasonably likely to have a Material Adverse Effect. (l) The Borrower and each of its Subsidiaries has filed, has caused to be filed or has been included in all tax returns (Federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties. (m) None of the Borrower or any of its Subsidiaries is an "investment company," or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (n) Each of the Borrower and each Subsidiary Guarantor is, individually and together with its Subsidiaries, Solvent. (o) Neither (i) any information provided by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender nor (ii) the Rights Offering Registration Statement, contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading except that, as to any financial condition model provided to the Lenders, such model was prepared in good faith by the Borrower's management based on assumptions believed to be reasonable when made and because assumptions as to future results are inherently subject to uncertainty and contingencies beyond the Borrower's control, actual results of the Borrower may be higher or lower. (p) Part A of Schedule IV hereto sets forth the name, amount and percent of class of each security of the Borrower beneficially owned on the date hereof by Roche Holdings and its Affiliates and Part B of Schedule IV hereto sets forth the name, amount and percent of class of each security of the Borrower to be owned by Roche Holdings and its Affiliates as of the dates stated, Amendment Effective Date. (q) Set forth in Schedule V hereto is a complete and there have been no material adverse changes in Borrower’s financial condition since the date accurate list of all Debt of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on and its ability to perform its obligations Subsidiaries (other than Debt under this Agreement. 4.6. Borrower is ) with a principal or face amount in material compliance with all applicable lawsexcess of $5,000,000 (the "Surviving Debt"), regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse showing as of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 hereindate hereof the principal amount outstanding thereunder, the Borrower did not receive any other representations or warranties from obligor and obligee thereof, the Lender.interest rate applicable thereto, the maturity dates thereof and a description of the security interests (if any) granted in respect thereof. ARTICLE V

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's certificate of incorporation or by-laws or (ii) law or any material contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it, except for those authorizations, approvals, actions, notices and filings listed on Schedule 4.01(c) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2004, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2005, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, (ii) violate any lawcopies of which have been furnished to each Lender, statutefairly present, ordinancesubject, rulein the case of said balance sheet as at March 31, regulation2005, orderand said statements of income and cash flows for the three months then ended, judgment or decree applicable to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2004, there has been no Material Adverse Change. (f) There is no pending or by which any of its properties threatened action, suit, investigation, litigation or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the matters described on Schedule 4.01(f) hereto (the "Disclosed Litigation")) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there has been no material adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. 4.4(g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) Neither the Information Memorandum nor any other final written information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement contained, as of the respective dates thereof, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, taken as a whole, not misleading. The projections and pro forma financial statements issued information contained in the material referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (j) The Borrower and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the "Intellectual Property"). No claim has been asserted in writing and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim, except, in either case, for such claims that in the aggregate could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by the Borrower and publicly available are completeits Subsidiaries does not infringe on the rights of any Person, accurateexcept for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (k) Except as disclosed to the Agent by the Borrower in writing from time to time after the Closing Date, Schedule 4.01(k) sets forth the name and fairly present the financial condition jurisdiction of Borrower as incorporation of each Subsidiary of the dates statedBorrower and, as to each such Subsidiary, the percentage of each class of capital stock owned by any the Borrower and there its Subsidiaries and whether such Subsidiary is an HMO Subsidiary or an Insurance Subsidiary. (l) The Borrower and each of its Subsidiaries has filed or caused to be filed all Federal and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any governmental authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been no material adverse changes in Borrower’s financial condition since provided on the date books of the most recent financial statements. 4.5Borrower or such Subsidiary). There are No tax Lien has been filed and, to the knowledge of the Borrower, no actionsclaim is being asserted, suitswith respect to any such tax, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, fee or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a defaultcharge. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated, and each Significant Subsidiary is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) Each Loan Document has been duly and validly executed and delivered this Agreementby the Borrower. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 4.3. The execution and delivery of this Agreement by the Borrower does not(d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreementany Loan Document. (e) There is no pending or threatened action, will not (i) conflict with suit, investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party toSignificant Subsidiaries before any Governmental Authority or arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the Disclosure Documents. 4.4. (f) The financial statements issued by consolidated balance sheets of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2020, and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal periods then ended (accompanied by an opinion of Deloitte & Touche LLP, an independent registered public accounting firm), copies of each of which have been furnished to each Lender, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, and all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2020, there have has been no material adverse changes in Borrower’s financial condition since the date Material Adverse Change. As of the most recent financial statementsRestatement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. 4.5. There are no actions(g) No written statement, suitsinformation, investigationsreport, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto (other than, for the avoidance of doubt, any Pricing Certificate) contained, contains, or proceedings pending will contain any material misstatement of fact or threatened against Borrower that could have a intentionally omitted, omits, or will omit to state any material adverse effect on its ability fact necessary to perform its obligations make the statements therein, in the light of the circumstances under this Agreementwhich they were, are, or will be made, not misleading. 4.6. (h) Except as disclosed in the Disclosure Documents, the Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable lawsto it. (i) No failure to satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, regulationswhether or not waived, has occurred with respect to any Plan. The Borrower has not incurred, and ordinancesdoes not presently expect to incur, and no event has occurred any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could result reasonably be expected to have a Material Adverse Effect. The Borrower and each of its ERISA Affiliates have complied in all material respects with ERISA and the Internal Revenue Code. The Borrower and each of its Subsidiaries have complied in all material respects with foreign law applicable to its Foreign Plans, if any. As used herein, the term “Plan” means an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan, by the Borrower or any material violation thereof. 4.7of its ERISA Affiliates. Borrower The term “Multiemployer Plan” means any Plan which is not a “multiemployer plan” (as such term is defined in default under Section 4001(a)(3) of ERISA). The term “Foreign Plan” means any debenturespension, bondsprofit-sharing, deferred compensation, or other material obligationsemployee benefit plan, and no event has occurred thatprogram or arrangement maintained by any Subsidiary which, with notice and/or lapse of timeunder applicable local foreign law, would constitute is required to be funded through a defaulttrust or other funding vehicle. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction indicated at the beginning of Israel. this Third Amendment. (b) The execution, delivery and performance by the Borrower of this Third Amendment and the Loan Documents, as amended hereby, to which it is or is to be a party are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Borrower's charter or by-laws, (ii) Applicable Law or any contractual restriction binding on or affecting the Borrower, except to the extent a breach of such contractual restriction would not have a Material Adverse Effect. (c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Third Amendment or any of the Loan Documents, as amended hereby, to which it is or is to be a party. (d) This Third Amendment and each of the other Loan Documents, as amended hereby, to which the Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authoritya party constitute legal, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as such 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. 4.3. (e) The execution representations and delivery of this Agreement warranties made by the Borrower does not, and pursuant to Article VI of the performance by the Borrower of its obligations under this Credit Agreement, will not (i) conflict are true and correct with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower same effect as if made on and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stateddate hereof, except for any representation and there warranty made as of an earlier date, which such representation and warranty shall remain true and correct as of such earlier date. (f) No Default or Event of Default shall have been no material adverse changes in Borrower’s financial condition since occurred and be continuing under the Credit Agreement on the date of hereof except to the most recent financial statementsextent remedied by this Third Amendment. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. (a) The Borrower represents and warrants to the Lender as follows: 4.1. The (i) Each of the Borrower and Tri-Glas is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganization. 4.2. (ii) The execution, delivery and performance by the Borrower has of this Amendment and by Tri-Glas of the full corporate power consent attached hereto and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, is within its corporate powers, has been duly authorized by all necessary corporate action and does not contravene (1) its charter or by-laws; or (2) any law or any contractual restriction binding on or affecting it. (iii) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery, recordation, filing or performance by the Borrower of this Amendment and by Tri-Glas of the consent attached hereto. (iv) This Amendment has been duly and validly executed and delivered this Agreementby the Borrower. This Amendment is the legal, which constitutes a valid and binding obligation obligations of the Borrower, enforceable against the Borrower in accordance with its terms. 4.3(v) The consent attached hereto has been duly executed and delivered by Tri-Glas. The execution consent attached hereto is the legal, valid and delivery binding obligations of this Agreement by the Borrower does notTri-Glas, and the performance by the Borrower of enforceable against Tri-Glas in accordance with its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party toterms. 4.4. (b) The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for hereby repeats the representations and warranties set forth contained in Section ‎5 hereineach Loan Document as if made on the date of this Amendment, the Borrower did not receive other than any other such representations or warranties from that, by their terms, refer to a specific date other than the Lenderdate of this Amendment, in which case as of such specific date.

Representations and Warranties of the Borrower. The In order to induce each Lender to enter into this Amendment, the Borrower represents and warrants to the each Lender as followsthat: 4.1. (a) The Borrower is a corporation duly organized representations and validly existing under the laws warranties contained in Article V of the State Original Agreement are true and correct at and as of Israel. the time of the effectiveness hereof (except to the extent that such representations specifically refer to an earlier date, in which cases they are true and correct as of such earlier date, and except that Sections 5.05(a) and (b) shall be deemed to refer to the annual audited consolidated financial statements of the Borrower dated as of December 31, 2003 and the quarterly unaudited consolidated financial statements of the Borrower dated as of September 30, 2004). (b) The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority authorized to execute and deliver this Agreement Amendment and the Borrower is and will continue to be duly authorized to borrow monies and to consummate perform its obligations under the transactions contemplated hereunderOriginal Agreement. There are no other consentsThe Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment. (c) The execution and delivery by the Borrower of this Amendment, approvals, authorizations or permits required on the performance of its part for obligations hereunder and the consummation of the transactions contemplated hereunderhereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws of the Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon the Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Borrower. The Except for those which have been obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Borrower has of this Amendment. (d) When duly and validly executed and delivered delivered, this Agreement, which constitutes Amendment and the Original Agreement will be a valid legal and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms. 4.3. The execution and delivery , except as limited by bankruptcy, insolvency or similar laws of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable general application relating to the Borrower or enforcement of creditors' rights and by which any equitable principles of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party togeneral application. 4.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any material contractual restriction binding on the Borrower, in each case under this clause (ii), other than any such contravention which could not be reasonably likely to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its termstheir respective terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement in sought in equity or at law). 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2018, and the performance by related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of its obligations under this AgreementErnst & Young LLP, will not (i) conflict with or violate independent public accountants, copies of which have been furnished to each Lender, fairly present in all material respects the organizational documents Consolidated financial condition of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2018, there has been no Material Adverse Change. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) and there has been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in a manner that could result in any material violation thereof.would violate Regulation U. 4.7. (h) The Borrower is not in default under any debentures, bondsan “investment company”, or other material obligationsa company “controlled” by an “investment company”, and no event has occurred thatwithin the meaning of the Investment Company Act of 1940, with notice and/or lapse of time, would constitute a defaultas amended. 4.8. Except for (i) Neither the representations and warranties set forth in Section ‎5 hereinInformation Memorandum nor any other information, exhibit or report furnished by or on behalf of the Borrower did to the Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement, when taken together with the Borrower’s filings with the Securities and Exchange Commission, contained when furnished any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not receive misleading. (j) The Borrower has implemented, maintains in effect and enforces policies and procedures that it believes are reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions and the Borrower and its Subsidiaries are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower or any other representations Subsidiary or, to the knowledge of the Borrower, any of their respective directors, officers, employees or warranties agents that will act in any capacity in connection with or benefit from the Lendercredit facility established hereby, is, or is controlled by, a Sanctioned Person.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower Nevada and is duly qualified to do business and is in good standing as a foreign corporation under the laws of each state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and has each Material Subsidiary is duly organized, validly existing and in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunderhereby and thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. The Borrower Each Loan Document has been duly and validly executed and delivered by the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document, other than such Governmental Approvals that have been duly obtained and are in full force and effect, which as of the date hereof are as follows: Order issued September 21, 2016 by the PUCN in Docket No. 16-07004. (d) The execution, delivery and performance by Borrower of the Loan Documents will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, which constitutes except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) Each Loan Document is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and by the application of general equitable principles. 4.3. (f) The execution Borrower and delivery of this Agreement by each Material Subsidiary are in compliance with all Applicable Laws (including Environmental Laws), except to the Borrower does notextent that failure to comply would not reasonably be expected to have a Material Adverse Effect. (g) There is no action, and the performance by the Borrower of its obligations under this Agreementsuit, will not (i) conflict with proceeding, claim or violate the organizational documents of dispute pending or, to the Borrower’s knowledge, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment threatened against or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party toMaterial Subsidiaries, or any of its or their respective properties or assets, before any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of any nature issued by any Governmental Authority directing that any material aspect of the transactions expressly provided for in any of the Loan Documents not be consummated as herein or therein provided. 4.4. (h) The financial statements issued by consolidated balance sheet of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2020, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent and each Lender, present fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as may be disclosed therein). (i) Since December 31, 2020, no event has occurred that could reasonably be expected to have a Material Adverse Effect. (j) The Borrower and each Material Subsidiary have filed or caused to be filed all U.S. Federal and other material tax returns that are required by Applicable Law to be filed, and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property; other than (i) with respect to taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the dates statedBorrower or the applicable Material Subsidiary, and there have been no material adverse changes as the case may be, or (ii) to the extent that the failure to do so could not reasonably be expected to result in Borrower’s financial condition since the date of the most recent financial statementsa Material Adverse Effect. 4.5(k) No ERISA Event has occurred other than as would not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. There are no actions, suitssuits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any of its ERISA Affiliates, threatened, that would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code or ERISA on the assets of the Borrower or any of its ERISA Affiliates exists or is likely to arise with respect to any Pension Plan. The Borrower and each of its Subsidiaries have complied with foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect. (l) The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Loan will be used to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of any Extension of Credit, not more than 25% of the value of the assets of the Borrower and the Material Subsidiaries that are subject to the restrictions of Section 5.02(a) or (c) constitute Margin Stock. (m) Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. (n) There are no claims, liabilities, investigations, litigation, notices of violation or proceedings liability, administrative proceedings, judgments or orders, whether asserted, pending or threatened threatened, relating to any liability under or compliance with any applicable Environmental Law, against the Borrower or any Material Subsidiary or relating to any real property currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary, that could would reasonably be expected to have a material adverse effect on its ability Material Adverse Effect. No Hazardous Materials have been or are present or are being spilled, discharged or released on, in, under or from property (real, personal or mixed) currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary in any quantity or manner violating, or resulting in liability under, any applicable Environmental Law, which violation or liability would reasonably be expected to perform its obligations under this Agreementhave a Material Adverse Effect. 4.6. (o) No written statement or information furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or delivered pursuant hereto, in each case as of the date such statement or information is made or delivered, as applicable, contained or contains, any material misstatement of fact or intentionally omitted or omits to state any material fact necessary to make the statements therein, in material the light of the circumstances under which they were, are, or will be made, not misleading. (p) Each Material Subsidiary as of the date hereof is set forth on Schedule III. (q) The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, directors and employees and their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower or any Subsidiary is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable lawsSanctions. (r) At all times prior to the Collateral Release, regulationsthe General and Refunding Mortgage Indenture is effective to create in favor of the Indenture Trustee, for the ratable benefit of all Holders of Securities (as defined in the General and Refunding Mortgage Indenture), a legal, valid, binding, subsisting and enforceable Lien on and security interest in the Mortgaged Property and the proceeds thereof, subject to applicable Debtor Relief Laws, and ordinancessuch Lien constitutes a fully perfected Lien on, and no event has occurred that could result security interest in, all right title and interest of the grantors thereof in such Mortgaged Property and the proceeds thereof, in each case prior to and superior in right to any material violation thereofother Person subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture). 4.7(s) At all times prior to the Collateral Release, the General and Refunding Mortgage Bonds, when executed by the Borrower and authenticated by the Indenture Trustee in accordance with the General and Refunding Mortgage Indenture and delivered to the Administrative Agent in accordance with the terms hereof, will constitute valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, except as the enforceability thereof may be limited by applicable Debtor Relief Laws. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for At all times prior to the representations and warranties set forth in Section ‎5 hereinCollateral Release, the Borrower did not receive any has all requisite corporate power and authority to issue and deliver the General and Refunding Mortgage Bonds in accordance with and upon the terms and conditions set forth herein. (t) At all times prior to the Collateral Release, the General and Refunding Mortgage Bonds secure the Obligations of the Borrower hereunder, have been duly and validly issued and are entitled to the security and benefits of the General and Refunding Mortgage Indenture. At all times prior to the Collateral Release, the General and Refunding Mortgage Bonds are secured equally and ratably with, and only with, all other representations or warranties from Securities (as defined in the LenderGeneral and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as followsDEQ that: 4.1. The Borrower (1) It is a corporation duly organized formed and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business public agency (as defined in ORS 468.423(2)) and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to execute enter into this Loan Agreement. (2) This Agreement has been duly authorized and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreementby an authorized officer of the Borrower and constitutes the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms. 4.3. The execution (3) All acts, conditions and delivery things required to exist, happen and be performed precedent to and in the issuance of this Agreement have existed, have happened, and have been performed in due time, form and manner as required by law. (4) Neither the execution of this Loan Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with any of the terms and conditions of this Loan Agreement will violate any provision of law, or any order of any court or other agency of government, or any agreement or other instrument to which the Borrower does not, and the performance is now a party or by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to which the Borrower or by which any of its properties or assets is bound bound. Nor will this Loan Agreement be in conflict with, result in a breach of, or affected; (iii) violate constitute a default under, any such agreement or arrangement other instrument, or, except as provided hereunder, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower. (5) This Loan Agreement does not create any unconstitutional indebtedness. The Loan Amount together with all of the Borrower’s other obligations does not, and will (6) The Project is a project which the Borrower or any of its subsidiaries are party tomay undertake pursuant to Oregon law and for which the Borrower is authorized by law to borrow money. 4.4. (7) The financial statements issued by the Borrower has full legal right and publicly available are complete, accurate, authority and fairly present the financial condition of Borrower all necessary licenses and permits required as of the dates stateddate hereof to own, operate and maintain the Facility and the Project, other than licenses and permits relating to the Facility or the Project which the Borrower expects to and shall receive in the ordinary course of business, to carry on its activities relating thereto, to execute and deliver this Agreement, to undertake and complete the Project, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under carry out and consummate all transactions contemplated by this Agreement. 4.6(8) The information contained herein which was provided by the Borrower is true and accurate in all respects, and there is no material adverse information relating to the Project or the Loan, known to the Borrower, that has not been disclosed in writing to DEQ. (9) No litigation exists or has been threatened that would cast doubt on the enforceability of the Borrower's obligations under this Loan Agreement. (10) The estimated Completion Date of the Project is June 30, 2019. The Borrower agrees to complete the Project by the estimated Completion Date. (11) The estimated total Costs of the Project are $63,000,000. (12) The Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower governmental rules and regulations to which it is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 hereinsubject, the failure to comply with which would materially adversely affect the ability of the Borrower did not receive any other representations to conduct its activities or warranties from undertake or complete the LenderProject or the condition (financial or otherwise) of the Borrower or the Project.

Representations and Warranties of the Borrower. (a) The Borrower represents hereby makes the following representations and warrants to warranties, as of the Lender date of this Standby Agreement and as followsof each Funding Date: 4.1. The (i) the Borrower is a corporation has been duly organized and is validly existing as a corporation under the laws Laws of the State of Israel. The Delaware; (ii) the Borrower is duly licensed where required as a "Licensee" or is otherwise qualified to conduct its in each state in which it transacts business and is not in default of such state's applicable Laws, rules and regulations; (iii) the Borrower has the requisite corporate power and authority and any necessary governmental authoritylegal right to own and granx x xxxx xx all of its right, franchise, license or permit to own, operate, lease title and otherwise to hold and operate its assets and properties interest in and to carry on its businesses. 4.2. The the Collateral and the Borrower has the full corporate requisite power and authority and legal right to execute and deliver this Agreement and to consummate deliver, engage in the transactions contemplated hereunder. There are no other consentsby, approvalsand perform and observe the terms and conditions of, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation of the Borrower, enforceable against Significant Documents; (iv) the Borrower is able to meet its obligations when they become due and is not in accordance with its terms. 4.3. The default (beyond any applicable cure period) under any mortgage, borrowing agreement or other instrument or agreement pertaining to indebtedness for borrowed money, and the execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, the Significant Documents will not (i) conflict with result in any violation of any such mortgage, instrument or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable agreement to which the Borrower is a party or by which any its property is bound; (A) all audited and unaudited financial statements, budgets and certificates of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries officers furnished to the Lender are party to. 4.4. The financial statements issued by the Borrower true and publicly available are complete, accurate, complete and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability do not omit to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in disclose any material violation thereof. 4.7. Borrower is not in default under any debenturesliabilities, bondscontingent or otherwise, or other material obligationsfacts relevant to the condition of the Borrower; and (B) all such audited financial statements have been prepared in accordance with GAAP; (vi) no consent, and no event has occurred thatapproval, with authorization or order of, registration or filing with, or notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive to any other representations Governmental Authority or warranties from the Lender.court is required under

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower Iowa and is duly qualified to do business and is in good standing as a foreign corporation under the laws of each state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and has each Material Subsidiary is duly organized, validly existing and in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunderhereby and thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. The Borrower Each Loan Document has been duly and validly executed and delivered by the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document. (d) The execution, delivery and performance by Borrower of the Loan Documents will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, which constitutes except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) Each Loan Document is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and by the application of general equitable principles. 4.3. (f) The execution Borrower and delivery of this Agreement by each Material Subsidiary are in compliance with all Applicable Laws (including Environmental Laws), except to the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will extent that failure to comply would not reasonably be expected to have a Material Adverse Effect. (ig) conflict with or violate the organizational documents of ThereExcept as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, (ii) violate 2023 or in any law, statute, ordinance, rule, regulation, order, judgment Current Report on Form 8-K or decree applicable Quarterly Report on Form 10-Q filed subsequent thereto but prior to the Borrower Second Amendment Effective Date, there is no action, suit, proceeding, claim or by which any of its properties dispute pending or, to the Borrower’s knowledge, threatened against or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party toMaterial Subsidiaries, or any of its or their respective properties or assets, before any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of any nature issued by any Governmental Authority directing that any material aspect of the transactions expressly provided for in any of the Loan Documents not be consummated as herein or therein provided. 4.4. (h) The financial statements issued by consolidated balance sheet of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2021, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent and each Lender, present fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as may be disclosed therein). (i) SinceExcept as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or in any Current Report on Form 8-K or Quarterly Report on Form 10-Q filed subsequent thereto but prior to the Second Amendment Effective Date, since December 31, 2021, no event has occurred that could reasonably be expected to have a Material Adverse Effect. (j) The Borrower and each Material Subsidiary have filed or caused to be filed all U.S. Federal and other material tax returns that are required by Applicable Law to be filed, and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property; other than (i) with respect to taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the dates statedBorrower or the applicable Material Subsidiary, and there have been no material adverse changes as the case may be, or (ii) to the extent that the failure to do so could not reasonably be expected to result in Borrower’s financial condition since the date of the most recent financial statementsa Material Adverse Effect. 4.5(k) No ERISA Event has occurred other than as would not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. There are no actions, suitssuits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any of its ERISA Affiliates, threatened, that would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code or ERISA on the assets of the Borrower or any of its ERISA Affiliates exists or is likely to arise with respect to any Pension Plan. The Borrower and each of its Subsidiaries have complied with foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect. (l) The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Loan will be used to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of any Extension of Credit, not more than 25% of the value of the assets of the Borrower and the Material Subsidiaries that are subject to the restrictions of Section 5.02(a) or (c) constitute Margin Stock. (m) Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. (n) ThereExcept as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 or in any Current Report on Form 8-K or Quarterly Report on Form 10-Q filed subsequent thereto but prior to the Second Amendment Effective Date, (i) there are no claims, liabilities, investigations, litigation, notices of violation or proceedings liability, administrative proceedings, judgments or orders, whether asserted, pending or threatened threatened, relating to any liability under or compliance with any applicable Environmental Law, against the Borrower or any Material Subsidiary or relating to any real property currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary, that could would reasonably be expected to have a material adverse effect on its ability Material Adverse Effect. No and (ii) no Hazardous Materials have been or are present or are being spilled, discharged or released on, in, under or from property (real, personal or mixed) currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary in any quantity or manner violating, or resulting in liability under, any applicable Environmental Law, which violation or liability would reasonably be expected to perform its obligations under this Agreementhave a Material Adverse Effect. 4.6. (o) No written statement or information furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or delivered pursuant hereto, in each case as of the date such statement or information is made or delivered, as applicable, contained or contains, any material misstatement of fact or intentionally omitted or omits to state any material fact necessary to make the statements therein, in material the light of the circumstances under which they were, are, or will be made, not misleading. (p) Each Material Subsidiary as of the date hereof is set forth on Schedule III. (q) The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, directors and employees and their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions in all applicable lawsmaterial respects. None of the Borrower or any Subsidiary is a Sanctioned Person. No Borrowing or Letter of Credit, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, use of proceeds or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a defaulttransaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated, and each Significant Subsidiary is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) Each Loan Document has been duly and validly executed and delivered this Agreementby the Borrower. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 4.3. The execution and delivery of this Agreement by the Borrower does not(d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreementany Loan Document. (e) There is no pending or threatened action, will not (i) conflict with suit, investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party toSignificant Subsidiaries before any Governmental Authority or arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the Disclosure Documents. 4.4. (f) The financial statements issued by consolidated balance sheets of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2015 and March 31, 2016, and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal periods then ended (accompanied by, in the case of such financial statements for the fiscal year ended December 31, 2015, an opinion of Deloitte & Touche LLP, an independent registered public accounting firm), copies of each of which have been furnished to each Lender, fairly present (subject, in the case of such financial statements for the fiscal quarter ended March 31, 2016, to year-end adjustments) the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, and all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2015, there have has been no material adverse changes in Borrower’s financial condition since the date Material Adverse Change. As of the most recent financial statementsFirst Amendment Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. 4.5. There are no actions(g) No written statement, suitsinformation, investigationsreport, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or proceedings pending will contain any material misstatement of fact or threatened against Borrower that could have a intentionally omitted, omits, or will omit to state any material adverse effect on its ability fact necessary to perform its obligations make the statements therein, in the light of the circumstances under this Agreementwhich they were, are, or will be made, not misleading. 4.6. (h) Except as disclosed in the Disclosure Documents, the Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable lawsto it. (i) No failure to satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, regulationswhether or not waived, has occurred with respect to any Plan. The Borrower has not incurred, and ordinancesdoes not presently expect to incur, and no event has occurred any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could result reasonably be expected to have a Material Adverse Effect. The Borrower and each of its ERISA Affiliates have complied in any all material violation thereof. 4.7respects with ERISA and the Internal Revenue Code. The Borrower is not and each of its Subsidiaries have complied in default under any debenturesall material respects with foreign law applicable to its Foreign Plans, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8if any. Except for the representations and warranties set forth in Section ‎5 As used herein, the term “Plan” means an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan, by the Borrower did not receive or any other representations or warranties from the Lender.of its ERISA Affiliates. The term

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as set forth in this part of the Loan Agreement. All representations and warranties shall survive all borrowings and no investigation at any time made by or on behalf of a Lender shall diminish in any respect whatsoever its right to rely thereon. The Borrower represents and warrants to the Lender as follows: 4.1. The Borrower is a corporation duly organized and validly existing under (a) the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 4.2. The Borrower has the full corporate power and authority to own its properties and to enter into and perform its obligations under this Loan Agreement and the Ancillary Documents and to do all acts and things and execute and deliver all other documents as are required hereunder or thereunder to be done, observed or performed by it in accordance with their terms; (b) the Borrower has taken all necessary action to authorize the creation, execution, delivery and performance of this Loan Agreement and the Ancillary Documents and to consummate observe and perform the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on provisions of each in accordance with its part for the consummation terms as of the transactions contemplated hereunder. The Borrower date hereof and the Loan Agreement and each of the Ancillary Documents has been duly executed by the Borrower, as required, and validly executed and when delivered this Agreementwill be legal, which constitutes a valid and binding obligation obligations of the Borrower, as applicable, enforceable against the Borrower in accordance with its terms., save as enforcement may be limited by applicable bankruptcy, insolvency, moratorium and similar laws at the time in effect affecting the rights of creditors generally and subject to equitable principles which may limit the availability of certain remedies; 4.3. The (c) the Borrower is a corporation, validly existing and in good standing with respect to the filing of required corporate returns under the laws of Washington and is duly qualified, in good standing and authorized to do business in all jurisdictions where the character of the properties owned by it or the nature of the business transacted by it makes such qualification necessary; (d) the execution and delivery and performance of this the Loan Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, Ancillary Documents will not (i) conflict with or violate the organizational documents contravene any material provision of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment order or decree permit applicable to the Borrower or by which cause a conflict with or contravention of either of their constating documents or cause a breach of or constitute a default under or require any of its properties or assets is bound or affected; (iii) violate consent under any agreement or arrangement instrument to which the Borrower is a party or any of its subsidiaries are party to. 4.4. The financial statements issued by which the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower is bound except such as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since obtained; (e) the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debenturesagreement or instrument to which it is a party in any way which materially adversely affects its business and there are no suits or judicial proceedings or proceedings before any governmental commission, bonds, board or other material obligationsagency pending or to the knowledge of the Borrower threatened against the Borrower which involve a significant risk of a judgment or liability which, if satisfied, would have a materially adverse affect upon the financial position of the Borrower or the ability to borrow or meet the Borrower's obligations under the Loan Agreement; (f) the Borrower has good and no event has occurred thatmarketable title to or, with respect to its leasehold and leased assets, enforceable rights to the use and enjoyment of, the assets, interest and rights charged, granted, transferred or assigned in the Lender's Security free and clear of all liens, mortgages, encumbrances, equities or claims of every kind and nature whatsoever, except for Permitted Encumbrances; and (g) the Borrower is not in default under any guarantee, bond, debenture, note or other instrument evidencing any indebtedness or under the terms of any instrument pursuant to which any of the foregoing has been issued or made and delivered and, to the knowledge of the Borrower there exists no state of facts which, after notice and/or or lapse of time, time or both would constitute such a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.;

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower and each of its Subsidiaries (i) is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower its incorporation, (ii) is duly qualified to and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has the all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and any necessary governmental authority, franchise, license other approvals) to own or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesbusiness as now conducted and as proposed to be conducted. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and to consummate the transactions contemplated hereunder. There are no other consentsNotes, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes[, except for those authorizations, approvals, actions, notices and filings listed on Schedule 4.01(c) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect]. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms. 4.3. (i) The execution Consolidated balance sheet of Hartford Life and delivery of this Agreement by the Borrower does notAccident Insurance Company and its Subsidiaries as at December 31, 1995, and the performance by related Consolidated statements of income and cash flows of Hartford Life and Accident Insurance Company and its Subsidiaries for the Borrower fiscal year then ended, as filed with the Applicable Insurance Regulatory Authority for Hartford Life and Accident Insurance Company, and the Consolidated balance sheet of Hartford Life and Accident Insurance Company and its obligations under this AgreementSubsidiaries as at September 30, will not 1996, and the related Consolidated statements of income and cash flows of Hartford Life and Accident Insurance Company and its Subsidiaries for the nine months then ended, as filed with the Applicable Insurance Regulatory Authority for Hartford Life and Accident Insurance Company, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at September 30, 1996, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of Hartford Life and Accident Insurance Company and its Subsidiaries as at such dates and the Consolidated results of the operations of Hartford Life and Accident Insurance Company and its Subsidiaries for the periods ended on such dates, all in accordance with SAP, consistently applied. (ii) Insurance Regulatory Authority for Hartford Life Insurance Company and the Consolidated balance sheet of Hartford Life Insurance Company and its Subsidiaries as at September 30, 1996, and the related Consolidated statements of income and cash flows of Hartford Life Insurance Company and its Subsidiaries for the nine months then ended, as filed with the Applicable Insurance Regulatory Authority for Hartford Life Insurance Company, copies of which have been furnished each Lender, fairly present, subject in the case of said balance sheet as at September 30, 1996, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial position of Hartford Life Insurance Company and its Subsidiaries as at such dates and the Consolidated results of operations of Hartford Life Insurance Company and its Subsidiaries for the periods ended on such dates, all in accordance with SAP, consistently applied. (iii) There has been no Material Adverse Change (other than as publicly disclosed prior to January 22, 1997) since (i) conflict with or violate in the organizational documents case of the Borrower, the date of its creation and (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to in the case of the Borrower and its Subsidiaries taken as a whole, December 31, 1995. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than as publicly disclosed prior to January 22, 1997) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) No ERISA Event has occurred that could result in or is reasonably expected to occur with respect to any material violation thereofPlan. 4.7(i) The present aggregate value of accumulated benefit obligations of all unfunded and underfunded Plans of the Borrower and its ERISA Affiliates (based on those assumptions used for disclosure in corporate financial statements in accordance with GAAP or SAP, as applicable) did not, as of December 31, 1995, exceed by more than $70,000,000 the value of the assets of all such Plans. In such cases, the Borrower has recorded book reserves to meet such obligations. (j) The Borrower is not in default under any debentures, bondsan "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other material obligationstransactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and no event has occurred that, with notice and/or lapse of time, would constitute a defaultExchange Commission thereunder. 4.8. Except for (k) Neither the representations and warranties set forth in Section ‎5 hereinInformation Memorandum nor any other information, exhibit or report furnished by or on behalf of the Borrower did to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or pursuant to the terms of this Agreement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not receive any other representations or warranties from the Lender.misleading. 27 23

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesincorporation. 4.2. (b) The execution, delivery and performance by the Borrower has of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby and thereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement, the Notes or any other Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes and each of the other Loan Documents to which it is a party when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, and each of the Notes and each of the other Loan Documents to which constitutes it is a party when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. 4.3. (e) The execution and delivery Audited Statements of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents Unaudited Statements of the Borrower, copies of each of which have been furnished to each Lender, fairly present, subject in the case of Unaudited Statements to normal year-end audit adjustments, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied. Since June 30, 2002, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (iif) violate There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of the Significant Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document or the consummation of the transactions contemplated hereby and there has been no adverse change in the status of any Disclosed Litigation, or its subsidiaries are party tofinancial effect on the Borrower or any of the Significant Subsidiaries from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. 4.4. (g) The financial statements issued by operations and properties of the Borrower and publicly available are completeeach of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, accurateall past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, except as disclosed or contemplated in the SEC Reports, and fairly present no circumstances exist that could be reasonably likely to (i) form the financial condition basis of an Environmental Action against the Borrower as or any of the dates statedSignificant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there have has been no material adverse changes change in Borrower’s financial condition since the date of the most recent financial statementssuch funding status. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, (j) Neither the Borrower did not receive nor any other representations ERISA Affiliate has incurred or warranties from the Lenderis reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. 4.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 28, 2002, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 27, 2003, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, (ii) violate any lawcopies of which have been furnished to each Lender, statutefairly present, ordinancesubject, rulein the case of said balance sheet as at September 27, regulation2003, orderand said statements of income and cash flows for the nine months then ended, judgment or decree applicable to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 28, 2002, there has been no Material Adverse Change. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party toSubsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. 4.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) The Borrower and publicly available its Subsidiaries have filed all United States federal tax returns and all other material tax returns which are completerequired to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries, accurateexcept such taxes, if any, as are being contested in good faith by appropriate proceedings and fairly present as to which adequate reserves have been provided in accordance either GAAP and as to which no Lien exists. No tax Liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the financial condition of Borrower as books of the dates stated, Borrower and there have been no material adverse changes its Subsidiaries in Borrower’s financial condition since the date respect of the most recent financial statementsany taxes or other governmental charges are adequate. 4.5. There are (j) To the Borrower's knowledge, no actionsinformation, suits, investigationsexhibit or report furnished by the Borrower or any of its Subsidiaries to the Agent or to any Lender in connection with the negotiation of, or proceedings pending or threatened against Borrower that could have compliance with, this Agreement contained any misstatement of a material adverse effect on its ability fact or omitted to perform its obligations under this Agreementstate a material fact necessary to make the statements contained therein not misleading. 4.6. (k) The Borrower is in material compliance and its Subsidiaries have complied with all applicable lawsstatutes, rules, regulations, orders and ordinancesrestrictions of any domestic or foreign government or instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective proprieties, and no event has occurred that the failure to comply with which could result reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material violation thereofagreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants as of the date hereof that except as set forth in a Schedule to this Agreement or the Lender as followsBorrower’s SEC Reports for the year ended December 31, 2011 or the quarterly periods ended March 30, 2012 and June 30, 2012: 4.1. (a) The Borrower is conducting its business in compliance with its Organizational Documents, which are in full force and effect with no defaults outstanding thereunder. (b) No Default or Event of Default (or any other default or event of default, however described) has occurred under any of the Transaction Documents. (c) The Borrower (i) is capable of paying its debts as they fall due, is not unable and has not admitted its inability to pay its debts as they fall due, (ii) is not bankrupt or insolvent and (iii) has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower or any or all of its assets or revenues. (d) No Lien exists on the Borrower’s assets, except for Permitted Liens. (e) The obligation of the Borrower to make any payment under this Agreement (together with all charges in connection therewith) is absolute and unconditional, and there exists no right of setoff or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to any such payment. (f) No Indebtedness of the Borrower exists other than Permitted Indebtedness. (g) The Borrower is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State of IsraelDelaware. The Borrower has full power and authority to own its properties and conduct its business, and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would not have a Material Adverse Effect. (h) There is not pending or, to the knowledge of the Borrower, threatened, any action, suit or other proceeding before any Governmental Authority (a) to which the Borrower is a party or (b) which has as the requisite corporate power and authority and subject thereof any necessary assets owned by the Borrower. There are no current or, to the knowledge of the Borrower, pending, legal, governmental authorityor regulatory enforcement actions, franchise, license suits or permit other proceedings to own, operate, lease and otherwise to hold and operate which the Borrower or any of its assets and properties and to carry on its businessesis subject. 4.2(i) The Transaction Documents have been duly authorized, executed and delivered by the Borrower, and constitute a valid, legal and binding obligation of the Borrower enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). The execution, delivery and performance of the Transaction Documents by the Borrower and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien upon any assets of the Borrower pursuant to any agreement to which the Borrower is a party or by which the Borrower is bound or to which any of the assets of the Borrower is subject, (B) subject to approval of the Proposal by the Company’s stockholders and the filing and acceptance of the Certificate of Amendment with the Secretary of State of the State of Delaware, result in any violation of or conflict with, the provisions of the Organizational Documents or (C) result in the violation of any law or any judgment, order, rule, regulation or decree of any Governmental Authority except, in the case of clauses (A) and (C) above, for any such conflict, violation or breach that would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of any of the Transaction Documents or for the consummation by the Borrower of the transactions contemplated hereby except (x) for such registrations and filings in connection with the issuance of the Notes, the Note Shares, the Warrants and the Warrant Shares pursuant to the Transaction Documents that are necessary to comply with federal and state securities laws, rules and regulations, (y) filings contemplated with the Security Agreement and (z) the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware; and subject to approval of the Proposal by the Company’s stockholders and the filing and acceptance of the Certificate of Amendment with the Secretary of State of the State of Delaware, the Borrower has the full corporate power and authority to execute and deliver this Agreement enter into the Transaction Documents and to consummate the transactions contemplated hereunder. There are no other under the Transaction Documents. (j) The Borrower holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, approvalscertificates and orders of any Governmental Authority (collectively, authorizations or permits “Necessary Documents”) required on its part for the consummation conduct of its business and all Necessary Documents are valid and in full force and effect; and the Borrower has not received written notice of any revocation or modification of any of the transactions contemplated hereunder. Necessary Documents and the Borrower has no reason to believe that any of the Necessary Documents will not be renewed in the ordinary course, and the Borrower is in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees applicable to the conduct of its business. (k) The Borrower has duly good and validly executed marketable title to all of its assets free and delivered this Agreementclear of all Liens except Permitted Liens. The property held under lease by the Borrower is held under valid, which constitutes subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Borrower. (l) The Borrower owns or has the right to use pursuant to a valid and binding obligation enforceable written license, implied license or other legally enforceable right, all of the Intellectual Property (as defined below) that is necessary for the conduct of its business as currently conducted (the “IP”). The IP that is registered with or issued by a Governmental Authority is valid and enforceable; there is no outstanding, pending, or, to the knowledge of the Borrower, enforceable against threatened action, suit, other proceeding or claim by any third person challenging or contesting the validity, scope, use, ownership, enforceability, or other rights of the Borrower in accordance with its terms. 4.3. The execution or to any IP and delivery of this Agreement by the Borrower does nothas not received any written notice regarding, and any such action, suit, or other proceeding. To the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents knowledge of the Borrower, the Borrower has not infringed or misappropriated any material rights of others. To the knowledge of the Borrower, there is no pending or threatened action, suit, other proceeding or claim by others that the Borrower infringes upon, violates or uses the Intellectual Property rights of others without authorization, and the Borrower has not received any written notice regarding, any such action, suit, other proceeding or claim. Except as set forth on Schedule 3.1(l), the Borrower is not a party to or bound by any options, licenses, or agreements with respect to IP. The term “Intellectual Property” as used herein means (i) all patents, patent applications, patent disclosures and inventions (whether patentable or unpatentable and whether or not reduced to practice), (ii) violate any lawall trademarks, statuteservice marks, ordinancetrade dress, ruletrade names, regulationslogans, orderlogos, judgment or decree applicable to and corporate names and Internet domain names, together with all of the Borrower or by which any goodwill associated with each of its properties or assets is bound or affected; the foregoing, (iii) violate any agreement or arrangement the Borrower or copyrights, copyrightable works, and licenses, (iv) registrations and applications for registration for any of its subsidiaries are party to. 4.4. The financial statements issued by the Borrower foregoing, (v) computer software (including but not limited to source code and publicly available are completeobject code), accuratedata, databases, and fairly present the financial condition of Borrower as documentation thereof, (vi) trade secrets and other confidential information, (vii) other intellectual property, and (viii) copies and tangible embodiments of the dates stated, foregoing (in whatever form and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementsmedium). 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 4.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 4.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 4.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State Commonwealth of Israel. The Borrower Pennsylvania and is duly qualified to conduct do business in all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary (except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the business, financial condition, operations or results of operations of the Borrower and has the requisite corporate power and authority and any necessary governmental authorityits Subsidiaries, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessestaken as a whole). 4.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the other Loan Documents to consummate which it is or will be a party are within the transactions contemplated hereunder. There are no Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law, or (iii) any legal or contractual restriction binding on or affecting the Borrower; and such execution, delivery and performance do not and will not result in or require the creation of any Lien (other consentsthan pursuant to the Loan Documents) upon or with respect to any of its properties. (c) No Governmental Approval is required. (d) This Agreement is, approvals, authorizations or permits required on its part for and each other Loan Document to which the consummation of the transactions contemplated hereunder. The Borrower has duly and validly will be a party when executed and delivered this Agreementhereunder will be, which constitutes a the legal, valid and binding obligation obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (ie) conflict with or violate the organizational documents None of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment written financial or decree applicable other information relating to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to. 4.4. The financial statements issued Subsidiaries and provided by the Borrower to any Agent and/or the Lenders (including the Information Memorandum) contains any material misstatement of fact or omits to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances under which they were made. (i) The consolidated balance sheet of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2003, and the related statements of consolidated income, consolidated cash flows and consolidated retained earnings of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, together with the report thereon of Deloitte & Touche LLP, all as set forth in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at June 30, 2004 and the related unaudited statements of consolidated income, consolidated cash flows and consolidated retained earnings for the six-month period then ended, all as set forth in the Borrower’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (the “Form 10-Q”), copies of each of which have been furnished to each Lender, fairly present (subject, in the case of such balance sheet and statement of income for the six months ended June 30, 2004, to year-end adjustments) the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the results of operations of the dates statedBorrower and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with GAAP; and (ii) except as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 or the Form 10-Q, since December 31, 2003, there have has been no material adverse changes change in the business, financial condition, operations, or results of operations of the Borrower and its Subsidiaries, taken as a whole, or in the Borrower’s financial condition since the date of the most recent financial statements. 4.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this AgreementAgreement or any other Loan Document to which it is or will be a party. 4.6. (g) Except as disclosed in Schedule III attached hereto, in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, or in the Form 10-Q, there is no pending or, to the Borrower’s knowledge, threatened action, suit, investigation, litigation or proceeding against or, to the Borrower’s knowledge, affecting the Borrower or any of its Subsidiaries or any of their respective properties before any court, governmental agency or arbitrator, that would reasonably be expected to materially adversely affect (i) the business, financial condition, operations or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (ii) the legality, validity, or enforceability of, or the ability of the Borrower to perform its obligations under, this Agreement or any other Loan Document to which the Borrower is or is to be a party. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of the Borrower or any of its ERISA Affiliates which would result in a material compliance liability to the Borrower or any of its ERISA Affiliates. Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan of the Borrower or any of its ERISA Affiliates, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan in all material respects. Since the date of such Schedule B there has been no material adverse change in such funding status and no “prohibited transaction” has occurred with respect thereto which is reasonably expected to result in a material liability to the Borrower or any of its ERISA Affiliates. Neither the Borrower nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA. Except as set forth in the financial statements referred to in Section 7.01(f), the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. Each Plan and any related trust intended to qualify under Internal Revenue Code Section 401 or 501 are so qualified (except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect). There are no pending or threatened claims, actions or proceedings (other than claims for benefits in the normal course) relating to any Plan other than those that in the aggregate, if adversely determined, would not reasonably be expected to have a Material Adverse Effect. (i) The Borrower has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower is contesting in good faith an assertion of liability based on such returns, has provided adequate reserves for payment thereof in accordance with GAAP. (j) Duquesne Light is a wholly-owned Subsidiary of the Borrower. The Borrower is a “holding company” within the meaning of PUHCA, but is exempt from the provisions thereof, except Section 9(a)(2) thereof. Such exemption is pursuant to Section 3(a)(1) of PUHCA. (k) The operations and properties of the Borrower comply in all respects with all applicable lawslaws (including ERISA and Environmental Laws), regulationsrules, regulations and orders of any governmental authority, the noncompliance with which would reasonably be expected to have a Material Adverse Effect, except to the extent that the Borrower is contesting the same in good faith and by appropriate proceedings. (l) The Borrower is, and ordinancesupon the consummation of the transactions contemplated under this Agreement will be, solvent, and has, and upon the consummation of such transactions will have, assets having a fair value in excess of the amount required to pay its probable liabilities on its existing Debt as they become absolute and matured, and does not have, and will not have, upon the consummation of such transactions, an unreasonably small capital for the conduct of its business as it is now being conducted. (m) Following application of the proceeds of each Extension of Credit, not more than 25 percent of the value of the assets of the Borrower and its Subsidiaries on a consolidated basis will be margin stock (within the meaning of Regulation U issued by the Board). (n) The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying margin stock (within the meaning of Regulation U issued by the Board), and no event has occurred that could result in proceeds of any material violation thereofLoan or any drawing under any Letter of Credit will be used to buy or carry any margin stock or to extend credit to others for the purpose of buying or carrying any margin stock. 4.7. (o) Neither the Borrower is not in default nor any of its Subsidiaries is, or after the making of any Extension of Credit or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be (with respect to DQE Capital, by virtue of Rule 3a-5), an “investment company” or a company “controlled” by an “investment company” (within the meaning of the Investment Company Act). (p) No proceeds of any Extension of Credit or any drawing under any debenturesLetter of Credit will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Exchange Act, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a defaultthan strictly for investment purposes. 4.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.