Common use of Representations and Warranties of the Loan Parties Clause in Contracts

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) The (i) the representations and warranties contained in the Financing Agreement and in each other Loan Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such date as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); and (ii) no Loan Party is contemplating either the filing of a petition by it under any state, federal or foreign bankruptcy or insolvency laws or the liquidation of all or a major portion of such Loan Party’s assets or property, and no Loan Party has any knowledge of any Person contemplating the filing of any such petition against it; (b) the execution, delivery delivery, and performance by of this Amendment (i) are within such Loan Party of its obligations in connection with this Amendment are within its Party’s corporate (or other organizational) powers, (ii) have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of do not contravene its charter or constitute (with notice, lapse of time by-laws or both) a default under any material indenture applicable law or instrument any contractual restriction binding on or other material agreement to which such Loan Party is a party, by which otherwise affecting it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect.properties; (bc) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party’s legal, valid, and binding obligation, enforceable against each such Loan Party that is party thereto in accordance with its terms, subject to except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect.similar laws; (d) After giving effect to this Amendment, the representations Amendment has been duly executed and warranties contained in each of the delivered by such Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date).Party; (e) No no Default or Event of Default has occurred and is continuing; and (f) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall exist after giving effect to this Amendmenthave been issued and remain in force by any Governmental Authority against any Loan Party.

Representations and Warranties of the Loan Parties. Each Loan Party covenants and agrees with and represents and warrants to the Administrative Agent and the Lenders as follows: (a) The executionsuch Loan Party possesses all of the powers requisite for it to enter into and carry out the transactions of such Loan Party referred to herein and to execute, delivery enter into and performance perform the terms and conditions of this Amendment and any other documents contemplated herein that are to be performed by such Loan Party of its obligations in connection with this Amendment are within its corporate (Party; and that any and all actions required or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of pursuant to such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to 's organizational documents or otherwise in connection with have been taken to authorize the due execution, delivery and performance by such Loan Party of the terms and conditions of this Amendment and said other documents, and that such execution, delivery and performance will not conflict with, constitute a default under or result in a breach of any applicable Law or any agreement, instrument, order, writ, judgment, injunction or decree to which such Loan Party is a party or by which such Loan Party or any of its properties are bound, and that all consents, authorizations and/or approvals required or necessary from any third parties in connection with the entry into, delivery and performance by the Borrower of the terms and conditions of this Amendment, except such as the said other documents and the transactions contemplated hereby have been obtained or made by such Loan Party and are in full force and effect.; (db) After giving effect to this AmendmentAmendment and any other documents contemplated herein constitute the valid and legally binding obligations of such Loan Party, the enforceable against such Loan Party in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and by general equitable principles, whether enforcement is sought by proceedings at law or in equity; (c) all representations and warranties contained made by such Loan Party in each of the Loan Documents are true and correct in all material respects on and as of the date hereof (except for those representations and warranties qualified by reference to a Material Adverse Change or other reference to materiality, which are true and correct), with the same force and effect as though if all such representations and warranties were fully set forth herein and made on and as of the date hereof and such date (other than any such representations or warranties that, by their terms, refer to a specific date, Loan Party has complied with all covenants and undertakings in which case as of such specific date).the Loan Documents; (ed) No Default the execution and delivery of this Amendment is not intended to and shall not cause or Event result in a novation with regard to the existing indebtedness of Default the Borrowers to the Administrative Agent or any Lender, which indebtedness shall exist continue without interruption and has not been discharged; (i) after giving effect to this Amendment, no Event of Default has occurred and is continuing under the Loan Documents; and (ii) and there exist no defenses, offsets, counterclaims or other claims with respect to the obligations and liabilities of such Loan Party under the Credit Agreement or any of the other Loan Documents; and (f) such Loan Party hereby ratifies and confirms in full its duties and obligations under the Loan Documents, as modified hereby.

Representations and Warranties of the Loan Parties. Each of the Company and the Guarantor (each, a "Loan Party Party") represents and warrants as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Guarantor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment Agreement and the consummation of the transactions contemplated hereby, are within its corporate (or other organizational) such Loan Party's powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not contravene (i) violate its charter, by-laws or other organizational documents or (ii) any provision of its articles law or certificate of incorporation contractual restriction binding on or bylaws or similar organizing or governing documents of materially affecting such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (bc) Such 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 either Loan Party of this Agreement. (d) This Agreement has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby each Loan Party. This Amendment constitutes a Agreement is the legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ ' rights generally and subject to general equitable principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)general applicability. (e) No Default The combined balance sheet of the Company as at December 25, 1999, and the related combined statements of operations and cash flows of the Company for the fiscal year then ended, accompanied by an opinion of KPMG Peat Marwick, independent public accountants, fairly present the financial condition of the Company as at such date and the results of the operations of the Company for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 25, 1999, there has been no Material Adverse Change that has not been publicly disclosed. (f) There is no pending or Event threatened action, suit, investigation, litigation or proceeding affecting either Loan Party before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) would reasonably be likely to affect the legality, validity or enforceability of Default shall exist after giving effect this Agreement or any promissory note issued under this Agreement, if any, or the consummation of the transactions contemplated hereby. (g) It 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 this Amendmentpurchase or carry any margin stock or to extend credit to others for the purpose (whether immediate, individual or ultimate) of purchasing or carrying any margin stock, in either case in a manner that would cause the Advances or any Lender to be in violation of Regulation U. (h) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of any Borrower only or of the Company and its Subsidiaries or the Guarantor and its Subsidiaries, in each case on a Consolidated basis) subject to the provisions of Section 5.02(a) or (b)(ii) or subject to any restriction contained in any agreement or instrument between it 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. (i) Neither Loan Party is an "investment company", a company "controlled by", 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 any Borrower will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants to the Administrative Agent and each of the Lenders, as followsof the Amendment Effective Date, that: (a) The execution, delivery the representations and performance by such warranties of each Loan Party of its obligations contained in connection with this Amendment are within its corporate (or the Credit Agreement and the other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement Documents to which such Loan Party is a party, are true, correct and complete in all material respects (unless such representation and/or warranty is qualified by which it materiality or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect., in which case such representation and/or warranty shall be true and correct in all respects as written), before and after giving effect to this Amendment, as though made on and as of the date hereof (except for those representations and warranties that specifically relate to a prior date, which were true, correct and complete in all material respects (unless such representation and/or warranty is qualified by materiality or Material Adverse Effect, in which case such representation and/or warranty was true and correct in all respects as written) on such prior date); (b) Such each Loan Party has taken all necessary limited liability company, corporate (or other organizational) action to executeauthorize the execution, deliver delivery and perform performance of this Amendment; (c) this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, is the legally valid and binding obligation of such each Loan PartyParty party hereto, enforceable against each Loan Party that is party thereto such Person in accordance with its terms, subject only to limitations on enforceability imposed by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.equitable principles; (cd) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition both immediately before and after giving effect to or otherwise in connection with the due execution, delivery and performance transactions contemplated by such Loan Party of this Amendment, except such no event has occurred and is continuing, or would result from the transactions contemplated by this Amendment, that constitutes a Default or an Event of Default; (e) no Loan Party has received written notice and no Authorized Officer of any Loan Party or any Subsidiary of a Loan Party has knowledge of any action, suit, proceeding or investigation pending against or threatened in writing against any Loan Party or any Subsidiary of any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to result in a Material Adverse Effect; and (f) all material governmental and third-party consents, subordinations and waivers, as applicable, required to effectuate the transactions contemplated hereby a have been obtained or made and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (a) The Each Loan Party has all requisite power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within in accordance with its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effectterms. (b) Such Loan Party This Amendment has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendment. This Amendment by the duly authorized officers of each Loan Party that is a party hereto and constitutes a legal, valid and binding obligation of such each Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material approval, consent, approvalexemption, authorization authorization, or other action by, or notice to, or registration or filing with, any Governmental Authority or any other Person is necessary or will be required as a condition to or otherwise in connection with for the due execution, delivery and performance by such Loan Party delivery, performance, validity or enforceability of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the The representations and warranties contained set forth in each Article V of the Credit Agreement and in any other Loan Documents Document (as amended hereby) are true and correct in all material respects on and as of the date hereof as though made on (except for (i) those which expressly relate to an earlier date, which shall be true and correct in all material respects as of such date earlier date, (other than any such representations ii) those that are qualified by materiality or warranties thatreference to Material Adverse Effect, by their terms, which are true and correct in all respects and (iii) those contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to a specific datethe most recent financial statements furnished pursuant to clauses (a) and (b), in which case as respectively, of such specific dateSection 6.01 of the Credit Agreement). (e) No event has occurred and is continuing which constitutes a Default or an Event of Default shall exist after giving effect Default. (f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens. (g) Each Guarantor affirms all of its obligations under the Loan Documents and agrees that this AmendmentAmendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents. (h) The Obligations of the Loan Parties are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

Representations and Warranties of the Loan Parties. Each To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to each Lender and each Agent as of the date hereof as follows: (a) The execution, delivery and performance by such 1. Each Loan Party of its obligations in connection with has the legal power and authority to execute and deliver this Amendment are within its corporate (or other organizational) powers, and the officers of each Loan Party executing this Amendment have been duly authorized by all necessary corporate (or other organizational) action to execute and do not deliver the same and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to bind such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, respect to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effectprovisions hereof. (b) Such Loan Party 2. This Amendment has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby each Loan Party that is a party hereto. 3. This Amendment and the Amended Credit Agreement each constitutes a the legal, valid and binding obligation obligations of such each Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 4. The execution and delivery by each Loan Party of this Amendment, the performance by each Loan Party of its obligations under the Amended Credit Agreement and under the other Loan Documents to which it is a party and the consummation of the transactions contemplated by this Amendment, the Amended Credit Agreement and the other Loan Documents: (ci) No material consentdo not require any consent or approval of, approval, authorization or other action by, notice to, or registration or filing with, or any other action by, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this AmendmentAuthority, except such as have been obtained or made and are in full force and effect, (ii) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (iii) will not violate or result in a default under any indenture or other agreement governing Indebtedness or any other material agreement or other instrument binding upon any Loan Party or any of its Restricted Subsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Restricted Subsidiaries and (iv) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents. (d) After giving effect to this Amendment5. Each Borrower and each other Loan Party hereby reaffirms all covenants, the representations and warranties contained made by it in each of the Credit Agreement and the other Loan Documents and agrees and confirms that all such representations and warranties are true and correct in all material respects on and as of the date hereof of this Amendment as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, except for any representation and warranty made as of an earlier date, which representation and warranty remains true and correct in which case all material respects as of such specific earlier date). (e) No Default or Event 6. Each Borrower has caused to be conducted a thorough review of Default shall exist the terms of the Credit Agreement and the other Loan Documents and each Borrower’s and its Subsidiaries’ operations since the Effective Date and, as of the date hereof and after giving effect to this Amendmentthe terms hereof, no Default has occurred and is continuing.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified as a foreign corporation, licensed and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. (b) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within its such Loan Party’s corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not contravene (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, ’s charter or by-laws or (ii) contravene any applicable Law which is applicable to such Loan Party law or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture contractual restriction binding on or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of affecting such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or approval or other action by, and no notice to, or registration to or filing with, any Governmental Authority governmental authority or regulatory body or any other Person third party is or will be required as a condition to or otherwise in connection with for the due execution, delivery and performance by such Loan Party of this AmendmentAgreement or the Notes to be delivered by it , except such as for authorizations, approvals, actions, notices and filings that have been obtained duly obtained, taken, given or made and are in full force and effect. (d) After giving effect to this AmendmentThis Agreement has been, the representations and warranties contained in each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by such Loan Documents are true Party. This Agreement is, and correct in all material respects on and as each of the date hereof as though made on Notes when delivered hereunder will be, the legal, valid and as binding obligation of such date (other than any Loan Party enforceable against such representations Loan Party in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, or warranties that, similar laws affecting the enforcement of creditors’ rights generally or by their terms, refer equitable principles relating to a specific date, in which case as of such specific date)enforceability. (e) No Default The audited Consolidated financial statements of financial condition of the Parent and its Subsidiaries, and the related consolidated statements of operations, shareholders’ equity and cash flows as of and for the fiscal year ended January 31, 2013: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) are complete and accurate in all material respects and fairly present, in all material respects, the financial condition of the Parent and its Consolidated Subsidiaries as of the date thereof and results of operations for the period covered thereby. Since January 31, 2013, there has been no Material Adverse Change. (f) The balance sheet of the Subject Business as at January 31, 2013, and the related statements of income and cash flows of such business for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and the balance sheet of such business as at April 30, 2013, and the related statements of income and cash flows of such business for the three months then ended, duly certified by the chief financial officer of the Parent, copies of which have been furnished to each Lender, fairly present, in all material respects, the financial condition of the Subject Business as at such dates and the results of such business for the periods ended on such dates, all in accordance with GAAP (subject, in the case of the balance sheet as at April 30, 2013 and the related statements of income and cash flows, to the absence of footnotes and year-end audit adjustments). (g) There is no pending or Event threatened action, suit, investigation, litigation or proceeding, including pursuant to any Environmental Law, affecting the Consolidated Group 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 Default shall exist after giving effect this Agreement or any Note or the consummation of the transactions contemplated hereby. (h) Such Loan Party 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. (i) Such Loan Party is not an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (j) Such Loan Party has made available, through the reports and other filings made by such Loan Party under the Exchange Act or Securities Act or through the Agent, to the Lenders all material agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject and all reports or other filings made by such Loan Party under the Exchange Act or Securities Act, and disclosed, through the reports and other filings made by such Loan Party under the Exchange Act or Securities Act or otherwise, all other matters known to it that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the reports, financial statements, certificates or other information certified as being true and correct by or on behalf of such Loan Party to the Agent or any Lender in connection with the negotiation of this AmendmentAgreement or delivered hereunder (as modified or supplemented by other information so certified) contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, taken as a whole and in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, such Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. (k) Such Loan Party is, individually and together with its Subsidiaries, Solvent. (l) Such Loan Party and its Subsidiaries have filed all material tax returns and reports required to be filed, and have paid all material taxes, assessments, fees and other governmental charges levied or imposed upon them or their Properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. (m) As of the Effective Date, such Loan Party has no Subsidiaries other than those specifically disclosed on Schedule 4.01(m). (n) To the knowledge of the responsible officers of such Loan Party, the on-going operations of such Loan Party and each of its Subsidiaries comply in all respects with all Environmental Laws, except such non-compliance which would not reasonably be likely to have a Material Adverse Effect. To the knowledge of the responsible officers of such Loan Party, such Loan Party and each of its Subsidiaries have obtained all licenses, permits, authorizations and registrations required under any Environmental Law (“Environmental Permits”) necessary for its ordinary course operations, all such Environmental Permits are in good standing, and such Loan Party and each of its Subsidiaries are in compliance with all material terms and conditions of such Environmental Permits, except where the failure to obtain or maintain such Environmental Permits or such noncompliance would not be reasonably likely to have a Material Adverse Effect. (i) Such Loan Party and each of its Subsidiaries has good and marketable title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for Liens permitted by Section 5.03(a) and for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) Such Loan Party and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by such Loan Party and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (p) (i) Neither such Loan Party nor any of its Subsidiaries or Affiliates, nor any director, officer, or employee, nor, to such Loan Party’s knowledge, any agent or representative of such Loan Party or any of its Subsidiaries or Affiliates is (A) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or a Person sanctioned by the United States of America pursuant to any of the regulations administered or enforced by OFAC; or (B) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person, or (y) the government of a country the subject of comprehensive U.S. economic sanctions administered by OFAC (collectively, “OFAC Countries”).

Representations and Warranties of the Loan Parties. Each of the Company and the Guarantor (each, a "Loan Party Party") represents and warrants as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Guarantor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment Agreement and the consummation of the transactions contemplated hereby are within its corporate (or other organizational) such Loan Party's powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not contravene (i) violate its charter, by-laws or other organizational documents or (ii) any provision of its articles law or certificate of incorporation contractual restriction binding on or bylaws or similar organizing or governing documents of materially affecting such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (bc) Such 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 either Loan Party of this Agreement. (d) This Agreement has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby each Loan Party. This Amendment constitutes a Agreement is the legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ ' rights generally and subject to general equitable principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)general applicability. (e) No Default or Event The Consolidated balance sheet of Default shall exist after giving effect to this Amendmentthe Company and its Subsidiaries as at December 27, 2003, and the related Consolidated statements of operations and cash flows of the Company and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG Peat Marwick, independent public accountants, fairly present the Consolidated financial condition of the Company and its Subsidiaries as at such date and the Consolidated results of the operations of the Company and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 27, 2003, there has been no Material Adverse Change that has not been publicly disclosed.

Representations and Warranties of the Loan Parties. Each Loan Party covenants and agrees with and represents and warrants to the Global Agent and the Lenders as follows: (a) The executionsuch Loan Party possesses all of the powers requisite for it to enter into and carry out the transactions of such Loan Party referred to herein and to execute, delivery enter into and performance perform the terms and conditions of this Amendment and any other documents contemplated herein that are to be performed by such Loan Party of its obligations in connection with this Amendment are within its corporate (Party; and that any and all actions required or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of pursuant to such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to ’s organizational documents or otherwise in connection with have been taken to authorize the due execution, delivery and performance by such Loan Party of the terms and conditions of this Amendment and said other documents, and that such execution, delivery and performance will not conflict with, constitute a default under or result in a breach of any applicable Law or any agreement, instrument, order, writ, judgment, injunction or decree to which such Loan Party is a party or by which such Loan Party or any of its properties are bound, and that all consents, authorizations and/or approvals required or necessary from any third parties in connection with the entry into, delivery and performance by such Loan Party of the terms and conditions of this Amendment, except such as the said other documents and the transactions contemplated hereby have been obtained or made by such Loan Party and are in full force and effect.; (db) After giving effect to this AmendmentAmendment and any other documents contemplated herein constitute the valid and legally binding obligations of such Loan Party, the enforceable against such Loan Party in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and by general equitable principles, whether enforcement is sought by proceedings at law or in equity; (c) all representations and warranties contained made by such Loan Party in each of the Loan Documents are true and correct in all material respects on and as of the date hereof with the same force and effect as though if all such representations and warranties were fully set forth herein and made on and as of such the date (other than any hereof except to the extent that such representations or and warranties that, by their terms, refer expressly relate to a specific an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made, and such specific date).Loan Party has complied with all covenants and undertakings in the Loan Documents; (ed) No Default the execution and delivery of this Amendment is not intended to and shall not cause or Event result in a novation with regard to the existing indebtedness of Default any Loan Party to the Global Agent or any Lender, which indebtedness shall exist continue without interruption and has not been discharged; (i) after giving effect to this Amendment, no Event of Default has occurred and is continuing under the Loan Documents; and (ii) and there exist no defenses, offsets, counterclaims or other claims with respect to the obligations and liabilities of such Loan Party under the Credit Agreement or any of the other Loan Documents; and (f) such Loan Party hereby ratifies and confirms in full its duties and obligations under the Loan Documents, as modified hereby.

Representations and Warranties of the Loan Parties. Each As a further inducement for the Lenders to consent to the transactions contemplated by this Agreement, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lenders that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Agreement and the transactions contemplated hereby. (b) The execution and delivery of this Agreement, the Senior Fifth Amendment and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Second Amendment or the Senior Fifth Amendment nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Second Amendment and has the Senior Fifth Amendment have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consent, approval, authorization event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, the All representations and warranties contained in each of the Loan Documents are Parties in the Loan Agreement remain true and correct in all material respects as of the date hereof as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 3 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Second Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Second Amendment.

Representations and Warranties of the Loan Parties. Each of the Company and the Guarantor (each, a "Loan Party Party") represents and warrants as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Guarantor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment Agreement and the consummation of the transactions contemplated hereby, are within its corporate (or other organizational) such Loan Party's powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not contravene (i) violate its charter, by-laws or other organizational documents or (ii) any provision of its articles law or certificate of incorporation contractual restriction binding on or bylaws or similar organizing or governing documents of materially affecting such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (bc) Such 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 either Loan Party of this Agreement. (d) This Agreement has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby each Loan Party. This Amendment constitutes a Agreement is the legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ ' rights generally and subject to general equitable principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)general applicability. (e) No Default The combined balance sheet of the Company as at December 26, 1998, and the related combined statements of operations and cash flows of the Company for the fiscal year then ended, accompanied by an opinion of KPMG Peat Marwick, independent public accountants, fairly present the financial condition of the Company as at such date and the results of the operations of the Company for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 26, 1998, there has been no Material Adverse Change that has not been publicly disclosed. (f) There is no pending or Event threatened action, suit, investigation, litigation or proceeding affecting either Loan Party before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) would reasonably be likely to affect the legality, validity or enforceability of Default shall exist after giving effect this Agreement or any promissory note issued under this Agreement, if any, or the consummation of the transactions contemplated hereby. (g) It 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 this Amendmentpurchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, in either case in a manner that would cause the Advances or any Lender to be in violation of Regulation U. (h) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of any Borrower only or of the Company and its Subsidiaries or the Guarantor and its Subsidiaries, in each case on a Consolidated Basis) subject to the provisions of Section 5.02(a) or (b)(ii) or subject to any restriction contained in any agreement or instrument between it 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. (i) Neither Loan Party is an "investment company", a company "controlled by", 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 any Borrower will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (j) Any reprogramming required to permit the proper functioning, in and following the year 2000, of (i) the Company's and the Subsidiaries', including the Guarantor's, computer systems and (ii) equipment containing embedded microchips (including systems and equipment supplied by others or with which the Company's or such Subsidiaries' systems interface) and the testing of all such systems and equipment, as so reprogrammed, will be completed within such period of time as is required to avoid the occurrence of a Material Adverse Effect as a result of the failure to complete such reprogramming. The cost to the Company and such Sub- 37 42 sidiaries of such reprogramming and testing and of the reasonably foreseeable consequences of year 2000 to the Company and such Subsidiaries (including, without limitation, reprogramming errors and the failure of others' systems or equipment) will not result in a Material Adverse Effect.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: that: (a) The execution, delivery no Default or Event of Default has occurred and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. continuing; (b) Such Loan Party no Material Adverse Effect has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. occurred since the Closing Date; (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Parties set forth in the Purchase Agreement (including any amendment, modification, supplement or extension thereof) and the other Note Documents are true and correct in all material respects as if made on and as of the date hereof as though made on hereof; (d) the execution, delivery, and as performance of such date (this Amendment and the other than Note Documents related hereto are within the Loan Parties’ power and authority, have been duly authorized, do not violate the Loan Parties’ constituent documents, any such representations law or warranties thatregulation in any material respect, including without limitation, any law or regulation relating to occupational health and safety or protection of the environment, applicable to the Loan Parties, or any indenture, agreement, or undertaking to which any Loan Party is a party or by their terms, refer to a specific date, which any Loan Party or any Loan Party’s property is bound in which case as of such specific date). any material respect; and (e) No Default this Amendment and the other Note Documents related hereto constitute the valid, binding and enforceable obligations of the Loan Parties in accordance with the terms hereof and thereof, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, arrangement, reorganization, moratorium or Event other similar laws applicable to creditors’ rights generally or by generally applicable equitable principles affecting the enforcement of Default shall exist after giving effect to this Amendmentcreditors’ rights.

Representations and Warranties of the Loan Parties. Each In order to induce the Agent and the Lenders party hereto to execute and deliver this Agreement, each Loan Party hereby represents and warrants as follows: (ai) The except for the Specified Defaults or as otherwise expressly provided in the Forbearance Agreement (as amended hereby) (including the following paragraph (ii)), after giving effect to this Agreement, each of the Borrower and the other Loan Parties is in compliance with all of the terms and provisions set forth in the Credit Agreement and the other Loan Documents on its part to be observed or performed, and no Default or Event of Default has occurred and is continuing; (ii) except with respect to the Specified Defaults, each of the representations and warranties in Section 5 of the Credit Agreement shall be true and correct in all material respects on and as of the date hereof, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date; (iii) it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (iv) this Agreement has been duly executed and delivered by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powersand constitutes, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its terms, subject to applicable except as such enforceability may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors’ rights generally and subject to generally, concepts of reasonableness, general equitable principles of equity, regardless of (whether considered in a proceeding in equity or at law.) and by general principles of equity, good faith and fair dealing; (cv) No material no consent, approval, authorization or other action by, notice toorder of, or filing, registration or filing qualification with, any Governmental Authority or any other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and or performance by such Loan Party of this AmendmentAgreement; and (vi) the Liens granted to the Agent, except such as have been obtained or made for the benefit of itself and are the other Secured Parties, to secure any of the Obligations under the Credit Agreement remain in full force and effect. (d) After giving effect and continue to this Amendmentconstitute first priority perfected liens therein, the representations and warranties contained in each subject only to Liens permitted pursuant to Section 8.3 of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)Credit Agreement. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each The Loan Party represents Parties represent and warrants warrant as follows: (a) Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified and authorized to do business and is in good standing in each jurisdiction it presently is engaged in business and is required to be so qualified. (b) The execution, delivery and performance by such the Loan Party Parties of its obligations in connection with this Amendment and the Agreement and Other Documents, as amended hereby, to which it is or is to be a party, and the consummation of the transactions contemplated hereby, are within its corporate (or other organizational) each Loan Party's powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate contravene any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party's charter, by-laws or other organizational documents, (ii) contravene violate any applicable Law which is applicable to such law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), or any order, writ, judgment, injunction, decree, determination or award, binding on or affecting any Loan Party Party, any of its Subsidiaries or any of their properties, (iii) conflict withwith 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 any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens contemplated under the Agreement, as amended hereby, result in a breach or require the creation or imposition of any Lien upon or constitute (with notice, lapse respect to any of time or both) a default under the properties of any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties Subsidiaries. (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 bound required for the due execution, delivery or performance by any Loan Party of this Amendment or the Agreement or any of the Other Documents, as amended hereby, to which it is subject, except, in the case of clauses (ii) and (iii) above, or is to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effectparty. (bd) Such Loan Party This Amendment has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby each Loan Party. This Amendment constitutes and each of the Agreement and Other Documents, as amended hereby, to which any Loan Party, is a party are legal, valid and binding obligation obligations of such Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default There is no action, suit, investigation, litigation or Event proceeding affecting any Loan Party or any of Default shall exist after giving effect its Subsidiaries (including, without limitation, any Environmental Liability) pending or threatened before any court, Governmental Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation set forth in Attachment B) or (ii) purports to affect the legality, validity or enforceability of this AmendmentAmendment or any Other Documents, as amended hereby, or the consummation of any of the transactions contemplated hereby.

Representations and Warranties of the Loan Parties. Each In order to induce SBCC and the Lenders to enter into this Amendment and to amend the Loan Party represents and warrants Security Agreement in the manner provided herein, the Company and the Borrowers represent and warrant to SBCC and the Lenders that: (i) all of the representations and warranties contained in the Loan and Security Agreement are true and correct in all material respects as follows: of the date hereof except to the extent such representations and warranties relate to an earlier date, in which case they are true as of such date, (aii) The after giving effect to this Amendment, no Default or Event of Default exists, (iii) the Company and each Borrower has all requisite corporate power and authority to enter into this Amendment and the Loan and Security Agreement as amended hereby and to perform its obligations thereunder, (iv) the execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, and the Loan and Security Agreement as amended hereby have been duly and effectively authorized by all necessary corporate action on the part of the Company and each Borrower, (or other organizationalv) action the execution, delivery and do not performance of this Amendment and the Loan and Security Agreement as amended hereby will not (i) violate any provision of its articles charter, by-law or certificate of incorporation contract provision, or bylaws any license, franchise or similar organizing permit, law, statute, regulation order or governing documents of such Loan Partydecree, (iivi) contravene any applicable Law which is applicable to such the execution, delivery and performance of this Amendment and the Loan Party or (iii) and Security Agreement as amended hereby will not conflict with, result in a breach of or constitute (with notice, due notice or lapse of time or both) a default under any material indenture of the Financing Agreements or instrument Obligations of the Company or any of the Borrowers, result in or require the creation of or imposition of any lien, charge, security interest or encumbrance upon any of the properties or assets of any Loan Party under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which such Loan Party is a party, party or by which it such Loan Party or any of its properties is property may be bound or affected (other than liens created pursuant to the Financing Agreements), (vii) no order, decree or judgment of or in any court of competent jurisdiction makes the execution, delivery or performance of this Amendment or the Loan and Security Agreement as amended hereby illegal and no action, suit, or proceeding shall be pending or threatened or any investigation by any governmental or regulatory authority shall have been commenced which it is subjectcould result in any such order, exceptdecree or judgment, in the case of clauses (ii) and (iiiviii) aboveno authorization, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approvalor approval of, authorization or other action by, notice to, or registration or filing with, any Governmental Authority public body or other Person authority of the United States or any State thereof which has not already been made or obtained is or will be required as a condition to or otherwise in connection with for the due execution, delivery and or performance by such Loan Party of this Amendment, except such as have been obtained Amendment or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on Security Agreement as amended hereby and as no authorization, consent or approval of the date hereof as though made on and as of such date (other than any such representations or warranties thatthird party, by their termswhich has not been obtained, refer to a specific date, in which case as of such specific date)is required with respect thereto. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each As a further inducement for the Lenders to consent to the transactions contemplated by this Agreement, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lenders that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Fourth Amendment and the transactions contemplated hereby. (b) The execution and delivery of this Fourth Amendment, the Senior Seventh Amendment and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Fourth Amendment or the Senior Seventh Amendment nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Fourth Amendment and has the Senior Seventh Amendment have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consent, approval, authorization event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, the All representations and warranties contained in each of the Loan Documents are Parties in the Loan Agreement remain true and correct in all as of the date hereof (except for non material respects changes to certain schedules previously delivered as of the Second Amendment Effective Date) as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 3 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Fourth Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Fourth Amendment.

Representations and Warranties of the Loan Parties. Each As a further inducement for the Lenders to consent to the transactions contemplated by this Agreement, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lenders that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Agreement and the transactions contemplated hereby. (b) The execution and delivery of this Agreement, the Senior Sixth Amendment and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Third Amendment or the Senior Sixth Amendment nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Third Amendment and has the Senior Sixth Amendment have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consent, approval, authorization event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, the All representations and warranties contained in each of the Loan Documents are Parties in the Loan Agreement remain true and correct in all as of the date hereof (except for non material respects changes to certain schedules previously delivered as of the Second Amendment Effective Date) as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 3 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Third Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Third Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as of the Sixth Amendment Effective Date, to the extent applicable, to Agent and the Lenders as follows: (a) The executionit (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement and to carry out the transactions contemplated by this Agreement and each of the other Loan Documents to which it is a party (including, without limitation, after giving effect to the Amendments, the Credit Agreement); (b) the execution and delivery of this Agreement, and the performance by such it of this Agreement and each other Loan Party of its obligations in connection with this Amendment are within its corporate Document to which it is a party (or other organizationalincluding, without limitation, after giving effect to the Amendments, the Credit Agreement), (i) powers, have been duly authorized by all necessary corporate action on the part of such Loan Party and (or other organizationalii) action and do not and will not (iA) violate any material provision of its articles federal, state, or certificate of incorporation local law or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is regulation applicable to such Loan Party or its Subsidiaries, the Governing Documents of such Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on such Loan Party or its Subsidiaries, (iiiB) conflict with, result in a breach of of, or constitute (with notice, due notice or lapse of time or both) a default under any material indenture or instrument or other material agreement to which of such Loan Party is a partyor its Subsidiaries where any such conflict, by which it breach or any of its properties is bound default could individually or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not aggregate reasonably be expected to have a Material Adverse Effect., (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Loan Party or its Subsidiaries, other than Permitted Liens, (D) require any approval of such Loan Party’s interest holders or any approval or consent of any Person under any material agreement of such Loan Party or its Subsidiaries, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any registration with, consent, or approval of, or notice to or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect; (bc) Such this Agreement and each other Loan Document to which such Loan Party has taken all necessary corporate is a party (or other organizationalincluding, without limitation, after giving effect to the Amendments, the Credit Agreement) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, is the legally valid and binding obligation of such Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its respective terms, subject to applicable except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect.generally; (d) After giving effect to this Amendment, the representations and warranties contained in each of this Agreement, the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of Sixth Amendment Effective Date (after giving effect to the Amendments) (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations and as of warranties that already are qualified or modified by materiality in the date hereof as though made on and text thereof) as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific earlier date).; and (e) No no Default or Event of Default shall exist after giving effect to this Amendmenthas occurred and is continuing.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: on the date hereof that (a) The it has the requisite power and authority to execute, deliver and perform the terms and provisions of this Agreement, (b) it has taken all necessary actions to authorize the execution, delivery and performance by such Loan Party it of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan PartyAgreement, (iic) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly duly executed and delivered this Amendment. This Amendment Agreement, (d) this Agreement constitutes a its legal, valid and binding obligation of such Loan Partyobligation, enforceable against each Loan Party that is party thereto in accordance with its terms, subject except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights generally and subject to general by equitable principles of equity, (regardless of whether considered in a proceeding enforcement is sought in equity or at law. ), (ce) No material consentno consent of any Person (including, approvalwithout limitation, authorization any of its equity holders or other creditors), and no action byof, notice to, or registration or filing with, any Governmental Authority governmental or other Person public body or authority is required to authorize, or will be is otherwise required as a condition to or otherwise in connection with with, the due execution, delivery and performance by such Loan Party of this AmendmentAgreement, except such as other than those that have been obtained made or made obtained, (f) the execution, delivery and are in full force and effect. performance of this Agreement will not violate any Requirement of Law or any Contractual Obligation applicable to or binding upon any Group Member or any of its properties or assets, (dg) After giving effect to this Amendment, the representations and warranties contained set forth in Section 5 of the Existing Credit Agreement and in each of the other Loan Documents Document are true and correct in all material respects on and as of the date hereof Closing Date (unless (i) such representation or warranty is already by its terms qualified as though made on to “materiality,” “Material Adverse Effect” or similar language, in which case such representation or warranty shall be true and correct in all respects as of the Closing Date after giving effect to such date qualification or (other than any ii) such representations representation or warranties that, by their terms, refer warranty is stated to relate to a specific earlier date, in which case case, such representations and warranties shall be true and correct in all material respects (or in all respects if such representation or warranty is already by its terms qualified as to “materiality,” “Material Adverse Effect” or similar language) as of such specific earlier date). , (eh) No no Default or Event of Default shall exist has occurred and is continuing immediately prior to or immediately after giving effect to this AmendmentAgreement, (i) the Term Loan Exchange constitutes an Open Market Purchase in accordance with subsection 11.6(h) of the Existing Credit Agreement and (j) all Existing Lenders under the Existing Credit Agreement have been offered a bona fide opportunity to participate in the Term Loan Exchange on the terms set forth in this Agreement.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows: (a) Such Loan Party has the power and authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder, under the Credit Agreement (as modified hereby, the “Amended Credit Agreement”) and/or under the Security Agreement (as modified hereby, the “Amended Security Agreement”, the Amended Credit Agreement and the Amended Security Agreement being the “Amended Agreements”), as applicable. The execution, execution and delivery and performance by such Loan Party of this Amendment and the performance of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, hereunder and under the Amended Agreements to which it is a party have been duly authorized by all necessary proper corporate proceedings, and this Amendment and the Amended Agreements constitute legal, valid and binding obligations of such Loan Party to the extent it is a party thereto, enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. (b) Neither the execution and delivery by such Loan Party of this Amendment, nor the consummation of the transactions contemplated herein or other organizational) action and do not and in the Amended Agreements, nor compliance with the provisions hereof or thereof will not violate (i) violate any provision of its articles law, rule, regulation, order, writ, judgment, injunction, decree or certificate of incorporation or bylaws or similar organizing or governing documents of award binding on such Loan Party, (ii) contravene any applicable Law which is applicable to the articles or incorporation or by-laws or other organizational documents of such Loan Party or (iii) conflict withthe provisions of any indenture, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it party or any of its properties is bound or to which it is subject, exceptor by which it, in or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the case creation or imposition of clauses (ii) and (iii) aboveany Lien in, to of or on the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation Property of such Loan PartyParty pursuant to the terms of any such indenture, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium instrument or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawagreement. (c) No material order, consent, adjudication, approval, authorization license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action by, notice toin respect of any governmental or public body or authority, or registration or filing withany subdivision thereof, any Governmental Authority or other Person which has not been obtained by such Loan Party, is or will required to be required as a condition to or otherwise obtained by such Loan Party in connection with the due execution, execution and delivery and performance by such Loan Party of this AmendmentAmendment or the legality, except such as have been obtained validity, binding effect or made and are in full force and effectenforceability of the Amended Agreements. (d) After As of the date hereof and giving effect to the terms of this Amendment, (i) there exists no Default or Unmatured Default and (ii) the representations and warranties contained in each Article V of the Loan Documents Amended Credit Agreement and in Article III of the Amended Security Agreement are true and correct except to the extent any such representation or warranty is stated to relate solely to an earlier date, in all material respects on which case such representation or warranty shall have been true and as of the date hereof as though made correct on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific earlier date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants to the Administrative Agents and the Lenders, as followsof the date hereof, that: (a) 3.1 The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment are within its such Loan Party’s corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Credit Agreement), or require any payment to be made under (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement Contractual Obligation to which such Loan Party Person is a party, by which it party or affecting such Person or the properties of such Person or any of its properties is bound Subsidiaries or to which it is subject, except, in the case of clauses (ii) and any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iiic) aboveviolate any Law; except with respect to any conflict, breach or contravention or payment referred to in clause (b)(i), to the extent that such contraventionsconflict, conflictsbreach, breaches contravention or defaults payment could not reasonably be expected to have a Material Adverse Effect. (b) Such 3.2 No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party has taken all necessary corporate of this Amendment, except for (i) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or other organizationalmade and are in full force and effect and (ii) action to executefilings or actions specified on Schedule IV, deliver and perform this Amendment and has validly which shall be executed and delivered this Amendmentor taken, as applicable, within one hundred and twenty (120) days following the date hereof or such longer period as the U.S. Administrative Agent may agree in its reasonable discretion. 3.3 This Amendment has been duly executed and delivered by each Loan Party. This Amendment constitutes constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and subject to by general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) Each of the Borrower and its Subsidiaries is a corporation, or in the case of KTUL LLC, KATV LLC and WCIV LLC, a limited liability company, duly organized, validly existing and in good standing under the laws of the its state of formation or incorporation. (b) The execution, delivery and performance by such of this Amendment and the other Loan Party Documents, as amended hereby, to which the Borrower or any of its obligations in connection with this Amendment Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby (i) are within the authority and legal right of the Borrower and its corporate Subsidiaries, (or other organizationalii) powers, have been duly authorized by all necessary corporate proceedings, (or other organizationaliii) action and do not and will not (i) violate conflict with or result in any breach or contravention of any provision of its articles law, statute, rule or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement regulation to which such Loan Party is a party, by which it the Borrower or any of its properties Subsidiaries is bound subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower or any of its Subsidiaries which it is subjectwould have a materially adverse effect on the business, exceptassets or financial condition of the Borrower or the Borrower and its Subsidiaries, in the case of clauses (ii) taken as a whole and (iiiiv) abovedo not conflict with any provision of the charter or the by-laws or limited liability company agreement, to as applicable, or any agreement or any instrument binding upon, the extent such contraventions, conflicts, breaches Borrower or defaults could not reasonably be expected to have a Material Adverse Effectany of its Subsidiaries. (bc) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver The execution and perform delivery of this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes the other Loan Documents, as amended hereby, to which the Borrower or any of its Subsidiaries is or is to become a legal, party will result in valid and legally binding obligation obligations of the Borrower and each such Loan Party, Subsidiary enforceable against each Loan Party that is party thereto in accordance with its termsthe respective terms and provisions hereof and thereof, subject to applicable except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ ' rights generally and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to general principles the discretion of equity, regardless of whether considered in a the court before which any proceeding in equity or at lawtherefor may be brought. (cd) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due The execution, delivery and performance by such Loan Party the Borrower and its Subsidiaries of this AmendmentAmendment and the other Loan Documents, except as amended hereby, to which the Borrower or any such as have been Subsidiary is or is to become a party and the transactions contemplated hereby and thereby do not require the Borrower or any of its Subsidiaries to obtain the approval or consent of, to make a filing with, or to perform or obtain the performance of any other act by or in respect of any governmental agency or authority other than those already obtained or made performed, and are in full force and effect. (d) After giving effect to this Amendment, except that the representations and warranties contained in each exercise of certain rights under the Loan Documents are true and correct in all material respects on and as may require the consent of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)FCC. (e) No Default There are no actions, suits, proceedings or Event investigations of Default shall exist after giving effect any kind pending or, to the Borrower's knowledge, threatened against the Borrower or any of its Subsidiaries before any court, tribunal or administrative agency or board that, if adversely determined are reasonably likely to in the aggregate, materially adversely affect the properties, assets, financial condition or business of the Borrower and its Subsidiaries, taken as a whole or materially impair the right of the Borrower and its Subsidiaries, taken as a whole, to carry on business substantially as now conducted by them, or result in any substantial liability not adequately covered by insurance, or for which adequate reserves are not maintained on the consolidated balance sheet of the Borrower, or which question the validity of this AmendmentAmendment or any of the other Loan Documents, as amended hereby, or any action taken or to be taken pursuant hereto or thereto.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as of the Initial Amendments Effective Date and the Schlumberger Consent Effective Date, to the extent applicable, to Agent and the Lenders as follows: (a) The executionit (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement and to carry out the transactions contemplated by this Agreement and each of the other Loan Documents to which it is a party (including, without limitation, after giving effect to the Consent and the Amendments, the Credit Agreement and the Guaranty and Security Agreement); (b) the execution and delivery of this Agreement, and the performance by such it of this Agreement and each other Loan Party of its obligations in connection with this Amendment are within its corporate Document to which it is a party (or other organizationalincluding, without limitation, after giving effect to the Consent and the Amendments, the Credit Agreement and the Guaranty and Security Agreement), (i) powers, have been duly authorized by all necessary corporate action on the part of such Loan Party and (or other organizationalii) action and do not and will not (iA) violate any material provision of its articles federal, state, or certificate of incorporation local law or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is regulation applicable to such Loan Party or its Subsidiaries, the Governing Documents of such Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on such Loan Party or its Subsidiaries, (iiiB) conflict with, result in a breach of of, or constitute (with notice, due notice or lapse of time or both) a default under any material indenture or instrument or other material agreement to which of such Loan Party is a partyor its Subsidiaries where any such conflict, by which it breach or any of its properties is bound default could individually or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not aggregate reasonably be expected to have a Material Adverse Effect., (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Loan Party or its Subsidiaries, other than Permitted Liens, (D) require any approval of such Loan Party’s interest holders or any approval or consent of any Person under any material agreement of such Loan Party or its Subsidiaries, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any registration with, consent, or approval of, or notice to or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect; (bc) Such this Agreement and each other Loan Document to which such Loan Party has taken all necessary corporate is a party (or other organizationalincluding, without limitation, after giving effect to the Consent and the Amendments, the Credit Agreement and the Guaranty and Security Agreement) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, is the legally valid and binding obligation of such Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its respective terms, subject to applicable except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect.generally; (d) After giving effect to this Amendment, the representations and warranties contained in each of this Agreement, the Credit Agreement, the Guaranty and Security Agreement and the other Loan Documents are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Initial Amendments Effective Date (after giving effect to the Waiver and the Amendments, other than the Change of Control Amendment and the Title Covenant Amendments) or the Schlumberger Consent Effective Date (after giving effect to the Consent, the Change of Control Amendment and the Title Covenant Amendments), as applicable (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations and as of warranties that already are qualified or modified by materiality in the date hereof as though made on and text thereof) as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific earlier date).; (e) No after giving effect to the Waiver, no Default or Event of Default shall exist after giving effect has occurred and is continuing; and (f) solely as of the Schlumberger Consent Effective Date, other than the failure to this Amendmentsatisfy clauses (a) and (i) of the definition of “Permitted Acquisition”, the Schlumberger Acquisition would constitute a Permitted Acquisition under the Credit Agreement.

Representations and Warranties of the Loan Parties. Each As a further inducement for WBMCF to consent to the transactions contemplated by this Agreement, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lender that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Agreement and the transactions contemplated hereby. (b) The execution and delivery of this Agreement, the Fourth Amendment to Senior Loan Agreement and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Second Amendment or the Amended Senior Loan Documents nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall: (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses provisions of; (ii) and constitute a default under; (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to (except those arising pursuant to the extent such contraventionsSecurity Agreement or the Mortgage Agreements); (iv) give any third party the right to accelerate any obligation under; (v) result in a violation of; or (vi) require any authorization, conflictsconsent, breaches approval, exemption or defaults could not reasonably be expected other action by or notice to have a Material Adverse Effectany court or administrative or governmental body pursuant to; the certificate or articles of incorporation or by-laws of the Loan Parties or any law, statute, rule or regulation to which the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Second Amendment and has the Amended Senior Loan Documents have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consentExcept for the Existing Defaults, approval, authorization no event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, Except for: (i) the representation and warranty set forth in the first sentence of Section 4.4 of the Loan Agreement; (ii) the representations and warranties contained in each with respect to the matters disclosed on revised Schedule 4.3 (Capitalization), revised Schedule 4.10 (Subsidiaries), added Schedule 4.12 (Absence of Undisclosed Liabilities), added Schedule 4.15 (Contracts), revised Schedule 4.16 (Absence of Changes) and revised Schedule 4.21 (Affiliate Transactions), attached to this Second Amendment; all representations and warranties of the Loan Documents are Parties in the Loan Agreement remain true and correct in all material respects as of the date hereof as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 5 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Second Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Second Amendment. (h) The Company represents and warrants that it is currently eligible to register the resale of the Warrant Shares and all Registrable Securities by Holder on a Registration Statement on Form S-3 under the Securities Act for the account of Holder (and not for or on behalf of the Company).

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (a) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventionsAdministrative Agent and the Lenders that, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. as of the Effective Date: (bA) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties of such Loan Party and its Subsidiaries contained in each Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality or Material Adverse Change qualifier contained therein), in each case, after giving effect to this Agreement, as though made on and as of the date hereof (except for any such representation and warranty that by its terms is made only as though made on of an earlier date, which representation and warranty remains true and correct in all material respects (without duplication of any materiality or Material Adverse Change qualifier contained therein) as of such date earlier date); (B) each Loan Party has the full power to enter into, execute, deliver and carry out this Agreement and each of the other Loan Documents to which it is a party; (C) this Agreement is the legally valid and binding obligation of each Loan Party hereto, enforceable against such Person in accordance with its terms, subject only to limitations on enforceability imposed by (y) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and (z) general equitable principles; (D) the execution, delivery and performance of this Agreement in accordance with its terms do not and will not (i) conflict with, constitute a default under or result in any breach of the terms and conditions of the Organizational Documents of any Loan Party, (ii) require the approval of any Governmental Authority or violate any applicable Law relating to such Loan Party, or (iii) result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party or any Restricted Subsidiary (other than any such representations Liens granted under the Loan Documents); and (E) no event has occurred and is continuing, or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist would result after giving effect to this Amendmentthe amendments set forth herein, that constitutes a Default or an Event of Default.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) Such Loan Party (i) is a corporation duly organized, validly existing and, in the case of each Loan Party incorporated under the laws of a State of the United States, in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and, in the case of each Loan Party incorporated under the laws of a State of the United States, is 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, in each case, to the extent the failure to be so qualified and in good standing would not have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) Attached to the certificate of an Authorized Officer of TNCL delivered on the date of the initial Borrowing is a substantially complete and accurate organizational chart of the Reporting Group showing as of such date all Loan Parties and their Subsidiaries and the shareholders of such Persons. (c) The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment Agreement and the other transactions contemplated hereby, are within its such Loan Party's corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of contravene such Loan Party's Constitutive Documents, (ii) contravene violate any applicable Law which is applicable to such Loan Party law (including, without limitation, the U.S. Securities Exchange Act of 1934 and the U.S. Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the U.S. Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with, with or result in a the breach of of, or constitute (with notice, lapse of time or both) a default under under, any material indenture or instrument contract, loan agreement, indenture, mortgage, deed of trust, lease or other material agreement instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to which such any of the properties of any Loan Party is a party, by which it or any of its properties Subsidiaries. No Loan Party or any of its Subsidiaries is bound in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or to 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 it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not would be reasonably be expected likely to have a Material Adverse Effect. (bd) Such Loan Party has taken all necessary corporate (All authorizations or approvals and other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action actions by, notice to, or registration or filing and all notices to and filings with, any Governmental Authority governmental authority or regulatory body or any other Person is third party that are required to be obtained or will be required as a condition to or otherwise in connection with made by the Loan Parties for (i) the due execution, delivery and delivery, recordation, filing or performance by such any Loan Party of this AmendmentAgreement, except such as or for the consummation of the other transactions contemplated hereby or (ii) the exercise by either Appropriate Agent or any Lender of its rights under this Agreement have been obtained duly obtained, taken, given or made and are in full force and effect. (de) After giving effect to this AmendmentThis Agreement has been duly executed and delivered by each Loan Party party hereto. This Agreement is the legal, the representations valid and warranties contained binding obligation of each Loan Party party hereto, enforceable against such Loan Party in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their accordance with its terms, refer to a specific date, in which case as of such specific date). (ef) The Consolidated balance sheet of TNCL as at June 30, 1992, and the related Consolidated statements of income and cash flows of TNCL for the fiscal year then ended, accompanied by an opinion of Xxxxxx Xxxxxxxx, independent public accountants, copies of which have been furnished to each Lender, fairly present the Consolidated financial condition of TNCL as at such date and the Consolidated results of the operations of TNCL and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, and since June 30, 1993, there has been no Material Adverse Change. (g) The Consolidated forecasted balance sheet information of the Reporting Group delivered to the Lenders on or before the date of the initial Borrowing was 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, TNCL's best estimate of the Reporting Group's future financial performance. (h) Neither the Information Memorandum nor any other information, exhibit or report furnished by any Loan Party to either Appropriate 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 misleading. (i) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of their Subsidiaries, including any Environmental Action, pending or, to the best knowledge of each Loan Party, threatened before any court, governmental agency or arbitrator that would be reasonably likely to have a Material Adverse Effect. (j) No Default Loan Party is engaged in the business of extending credit for the purpose of purchasing or Event carrying Margin Stock, and no proceeds of Default shall exist after giving effect any Advance will be used to this Amendmentpurchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (k) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of any Loan Party or of the Reporting Group on a Consolidated basis) subject to the provisions of Section 5.02(a) or subject to any restriction contained in any agreement or instrument between any Loan Party and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(e) will be Margin Stock.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants to the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Lenders that, as followsof the Effective Date, after giving effect to this Amendment: (a) The execution, delivery the representations and performance by such warranties of the Loan Party Parties set forth in Article V of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action the Amended Credit Agreement and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) other Loan Documents are true and (iii) abovecorrect, except such representations and warranties that are not qualified by reference to the extent such contraventions, conflicts, breaches materiality or defaults could not reasonably be expected to have a Material Adverse Effect.Change are true and correct in all material respects, after giving effect to this Amendment, as though made on and as of the date hereof (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date); (b) Such each Loan Party has taken all necessary limited liability company, corporate (or and other organizational) action to executeauthorize the execution, deliver delivery and perform performance of this Amendment and has validly executed and delivered each of the other Loan Documents to which it is a party; (c) this Amendment. This Amendment constitutes a legal, is the legally valid and binding obligation of such each Loan PartyParty hereto, enforceable against each Loan Party that is party thereto such Person in accordance with its terms, subject only to limitations on enforceability imposed by (y) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally generally, and subject to (z) general principles of equity, regardless of whether considered in a proceeding in equity or at law.equitable principles; (cd) No material consent, approval, authorization or other action by, notice tono event has occurred and is continuing, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with would result from the due execution, delivery and performance transactions contemplated by such Loan Party of this Amendment, except such that constitutes a Default or an Event of Default; (e) no Loan Party has received written notice and no Authorized Officer of any Loan Party or any Subsidiary of a Loan Party has knowledge of any action, suit, proceeding or investigation pending against or threatened in writing against any Loan Party or any Subsidiary of any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to result in a Material Adverse Effect; and (f) all material governmental and third-party consents, subordinations and waivers, as applicable, required to effectuate the transactions contemplated hereby a have been obtained or made and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows: (a) Such Loan Party has the power and authority and legal right to execute and deliver this Amendment and the Credit Agreement (as modified hereby) and/or the Subsidiary Guaranty (as modified hereby), as applicable, and to perform its obligations hereunder and thereunder. The execution, execution and delivery and performance by such Loan Party of this Amendment and the performance of its obligations in connection with this Amendment are within its corporate hereunder and under the Credit Agreement (or other organizationalas modified hereby) powersand/or the Subsidiary Guaranty (as modified hereby), as applicable, have been duly authorized by all necessary corporate (or other organizational) action proper proceedings, and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a the Credit Agreement (as modified hereby) and/or the Subsidiary Guaranty (as modified hereby), as applicable, constitute legal, valid and binding obligation obligations of such Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (cb) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with Neither the due execution, execution and delivery and performance by such Loan Party of this Amendment, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof or of the Credit Agreement (as modified hereby) and/or the Subsidiary Guaranty (as modified hereby), as applicable, (i) will 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, (ii) will violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries or any order of any Governmental Authority, (iii) will violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon the Company or any of its Subsidiaries or its assets (including, without limitation, the Senior Subordinated Note Indenture and the Senior Subordinated Notes), or give rise to a right thereunder to require any payment to be made by the Company or any of its Subsidiaries or (iv) will result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, other than Liens created under the Loan Documents. (dc) After As of the date hereof and giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties contained in each of the Company set forth in the Credit Agreement (as modified hereby) and the other Loan Documents are true and correct in all material respects on and (or, if any such representation or warranty is expressly stated to have been made as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each -------------------------------------------------- Loan Party represents and warrants as follows: (a) The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment are within its such Loan Party's corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of contravene such Loan Party's Constitutive Documents, (ii) contravene violate any applicable Law which is applicable to such Loan Party law, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with, with or result in a the breach of of, or constitute (with notice, lapse of time or both) a default under under, any material indenture or instrument contract, loan agreement, indenture, mortgage, deed of trust, lease or other material agreement instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to which such any of the properties of any Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse EffectSubsidiaries. (b) Such Loan Party has taken all necessary corporate (All authorizations or approvals and other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action actions by, notice to, or registration or filing and all notices to and filings with, any Governmental Authority governmental authority or regulatory body or any other Person is third party that are required to be obtained or will be required as a condition to or otherwise in connection with made by the Loan Parties for the due execution, delivery and performance by such any Loan Party of this Amendment, except such as Amendment have been obtained duly obtained, taken, given or made and are in full force and effect. (c) This Amendment has been duly executed and delivered by each Loan Party party hereto. This Amendment is the legal, valid and binding obligation of each Loan Party hereto, enforceable against such Loan Party in accordance with its terms. (d) After Each of the representations and warranties contained in the Credit Agreement is correct after giving effect to this Amendment, the other than such representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer are stated to a specific date, in which case be true only as of such specific date). (e) No a particular date and no event has occurred and is continuing on the date hereof that constitutes a Default or Event of would constitute a Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as of the Seventh Amendment Effective Date, to the extent applicable, to Agent and the Lenders as follows: (a) The executionit (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement and to carry out the transactions contemplated by this Agreement and each of the other Loan Documents to which it is a party (including, without limitation, after giving effect to the Amendments, the Credit Agreement); (b) the execution and delivery of this Agreement, and the performance by such it of this Agreement and each other Loan Party of its obligations in connection with this Amendment are within its corporate Document to which it is a party (or other organizationalincluding, without limitation, after giving effect to the Amendments, the Credit Agreement), (i) powers, have been duly authorized by all necessary corporate action on the part of such Loan Party and (or other organizationalii) action and do not and will not (iA) violate any material provision of its articles federal, state, or certificate of incorporation local law or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is regulation applicable to such Loan Party or its Subsidiaries, the Governing Documents of such Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on such Loan Party or its Subsidiaries, (iiiB) conflict with, result in a breach of of, or constitute (with notice, due notice or lapse of time or both) a default under any material indenture or instrument or other material agreement to which of such Loan Party is a partyor its Subsidiaries where any such conflict, by which it breach or any of its properties is bound default could individually or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not aggregate reasonably be expected to have a Material Adverse Effect., (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of such Loan Party or its Subsidiaries, other than Permitted Liens, (D) require any approval of such Loan Party’s interest holders or any approval or consent of any Person under any material agreement of such Loan Party or its Subsidiaries, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any registration with, consent, or approval of, or notice to or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect; (bc) Such this Agreement and each other Loan Document to which such Loan Party has taken all necessary corporate is a party (or other organizationalincluding, without limitation, after giving effect to the Amendments, the Credit Agreement) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, is the legally valid and binding obligation of such Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its respective terms, subject to applicable except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect.generally; (d) After giving effect to this Amendment, the representations and warranties contained in each of this Agreement, the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of Seventh Amendment Effective Date (after giving effect to the Amendments) (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations and as of warranties that already are qualified or modified by materiality in the date hereof as though made on and text thereof) as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific earlier date).; and (e) No no Default or Event of Default shall exist after giving effect to this Amendmenthas occurred and is continuing.

Representations and Warranties of the Loan Parties. Each of the Company and the Guarantor (each, a "Loan Party Party") represents and warrants as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Guarantor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment Agreement and the consummation of the transactions contemplated hereby are within its corporate (or other organizational) such Loan Party's powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not contravene (i) violate its charter, by-laws or other organizational documents or (ii) any provision of its articles law or certificate of incorporation contractual restriction binding on or bylaws or similar organizing or governing documents of materially affecting such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (bc) Such 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 either Loan Party of this Agreement or the consummation of the Acquisition. (d) This Agreement has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby each Loan Party. This Amendment constitutes a Agreement is the legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ ' rights generally and subject to general equitable principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)general applicability. (e) No Default The combined balance sheet of the Company as at December 29, 2001, and the related combined statements of operations and cash flows of the Company for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, fairly present the financial condition of the Company as at such date and the results of the operations of the Company for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 29, 2001, there has been no Material Adverse Change. (f) There is no pending or Event threatened action, suit, investigation, litigation or proceeding affecting either Loan Party before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) would reasonably be likely to affect the legality, validity or enforceability of Default this Agreement or any promissory note issued under this Agreement, if any, or the consummation of the transactions contemplated hereby. (g) It 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 ("Regulation U")), and no proceeds of any Advance will be used to purchase or carry any "margin stock," as defined in Regulation U, or to extend credit to others for the purpose (whether immediate, individual or ultimate) of purchasing or carrying any margin stock, in either case in a manner that would cause the Advances or any Lender to be in violation of Regulation U. (h) 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 Company and its relevant Subsidiaries or the Guarantor and its relevant Subsidiaries, in the latter two cases on a Consolidated basis) subject to the provisions of any of Section 2.10(b) or 5.02(a) or (b)(ii) or subject to any restriction contained in any agreement or instrument between it 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. (i) Neither Loan Party is an "investment company," a company "controlled by," 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 will violate any provision of such Act or any rule, regulation or order of the Commission thereunder. (j) The proceeds of the Advances shall exist after giving effect be used solely (and the Borrower agrees that such proceeds shall be used solely) to this Amendmentfinance the Acquisition, to refinance Debt incurred by the Borrower in connection therewith, and to pay fees and expenses in connection therewith. (k) As of the Effective Date, none of Alfred H. Drewes, Nicholas D'Alessandro, Steven M. Rapp or Ken Smitx xx xx xxxxxxxxon xx xxx xxxxx xxxx xxulx xxxx xxxx xx an Xxxxxxxxxn to Inform (as such term is defined in the Commitment Letter).

Representations and Warranties of the Loan Parties. Each To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to each Lender and each Agent as of the date hereof as follows: (a) The execution, delivery and performance by such 1. Each Loan Party of its obligations in connection with has the legal power and authority to execute and deliver this Amendment are within its corporate (or other organizational) powers, and the officers of each Loan Party executing this Amendment have been duly authorized by all necessary corporate (or other organizational) action to execute and do not deliver the same and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to bind such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, respect to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effectprovisions hereof. (b) Such Loan Party 2. This Amendment has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby each Loan Party that is a party hereto. 3. This Amendment and the Amended Credit Agreement each constitutes a the legal, valid and binding obligation obligations of such each Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 4. The execution and delivery by each Loan Party of this Amendment, the performance by each Loan Party of its obligations under this Amendment, the Amended Credit Agreement and under the other Loan Documents to which it is a party and the consummation of the transactions contemplated by this Amendment, the Amended Credit Agreement and the other Loan Documents: (ci) No material consentdo not require any consent or approval of, approval, authorization or other action by, notice to, or registration or filing with, or any other action by, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this AmendmentAuthority, except such as have been obtained or made and are in full force and effect, (ii) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (iii) will not violate or result in a default under any indenture or other agreement governing Indebtedness or any other material agreement or other instrument binding upon any Loan Party or any of its Restricted Subsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Restricted Subsidiaries and (iv) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents. (d) After giving effect to this Amendment5. Each Borrower and each other Loan Party hereby reaffirms all covenants, the representations and warranties contained made by it in each of the Credit Agreement and the other Loan Documents and agrees and confirms that all such representations and warranties are true and correct in all material respects on and as of the date hereof of this Amendment as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, except for any representation and warranty made as of an earlier date, which representation and warranty remains true and correct in which case all material respects as of such specific earlier date). (e) No Default or Event 6. Each Borrower has caused to be conducted a thorough review of Default shall exist the terms of the Credit Agreement and the other Loan Documents and each Borrower’s and its Subsidiaries’ operations since the Effective Date and, as of the date hereof and after giving effect to this Amendmentthe terms hereof, no Default has occurred and is continuing.

Representations and Warranties of the Loan Parties. Each of the Company and the Guarantor (each, a “Loan Party Party”) represents and warrants as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Guarantor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment Agreement and the consummation of the transactions contemplated hereby are within its corporate (or other organizational) such Loan Party’s powers, have been duly authorized by all necessary corporate (or other organizational) action on its part, and do not and will not contravene (i) violate its charter, by-laws or other organizational documents or (ii) any provision of its articles law or certificate of incorporation contractual restriction binding on or bylaws or similar organizing or governing documents of materially affecting such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (bc) Such 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 either Loan Party of this Agreement. (d) This Agreement has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby each Loan Party. This Amendment constitutes a Agreement is the legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights generally and subject to general equitable principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)general applicability. (e) No Default The Consolidated balance sheet of the Company and its Subsidiaries as at December 30, 2006, and the related Consolidated statements of operations and cash flows of the Company and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche, independent public accountants, fairly present the Consolidated financial condition of the Company and its Subsidiaries as at such date and the Consolidated results of the operations of the Company and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 30, 2006, there has been no Material Adverse Change that has not been publicly disclosed. (f) There is no action, suit, investigation, litigation or Event proceeding pending against or, to the knowledge of Default shall exist after giving effect either Loan Party, threatened against or affecting such Loan Party before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) would reasonably be likely to affect the legality, validity or enforceability of this AmendmentAgreement or any promissory note issued under this Agreement, if any, or the consummation of the transactions contemplated hereby. (g) It is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock and no proceeds of any Advance, and no Letter of Credit, will be used for the purpose (whether immediate, incidental or ultimate) of buying or carrying any Margin Stock or to extend credit to others for the purpose (whether immediate, individual or ultimate) of buying or carrying any Margin Stock, in either case in a manner that would cause the Advances or the L/C Payments or any Lender to be in violation of Regulation U. (h) Following application of the proceeds of each Advance and the making of each L/C Payment, not more than 25 percent of the value of the assets (either of any Borrower only or of the Company and its Subsidiaries or the Guarantor and its Subsidiaries, in each case on a Consolidated basis) subject to the provisions of Section 5.02(a) or (b)(ii) or subject to any restriction contained in any agreement or instrument between it 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. (i) Neither Loan Party is an “investment company”, a company “controlled by”, 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 making of any L/C Payment nor the application of the proceeds or repayment thereof by any Borrower will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

Representations and Warranties of the Loan Parties. Each of the Loan Party Parties represents and warrants to the Lenders as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Second Amendment and it has full power, authority and legal right to execute, deliver and perform this Second Amendment. (b) This Second Amendment has been duly executed and delivered by such Person and constitutes such Person's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Second Amendment. (d) The execution, delivery and performance by such Loan Party of and compliance with the terms of this Second Amendment will not result in any violation of, or be in conflict with, or constitute a default under, the terms of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws by-laws, any other Requirement of Law applicable to it or similar organizing any agreement, indenture, lease, assignment or governing documents of such Loan Party, (ii) contravene any applicable Law other instrument to which it is a party or which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which binding upon it or upon any of its properties is bound or to which it is subjectassets, except, in the case of clauses (ii) and (iii) above, to the extent unless such contraventions, conflicts, breaches or defaults violation could not reasonably be expected to have a Material Adverse Effect, or, except pursuant to the Loan Documents, result in the creation of any Lien upon any of its properties or assets. (be) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the The representations and warranties contained of such Person set forth in each of the Loan Documents are are, subject to the limitations set forth therein, true and correct in all material respects on and as of the date hereof as though made on (except for those which expressly relate to an earlier date) and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or no Event of Default shall exist or Potential Event of Default exists on the date hereof (after giving effect to this Second Amendment).

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants to the Lender as follows: (a) The executionAcknowledged Events of Default have occurred and are continuing, delivery and performance the Obligations under the Secured Promissory Note were properly accelerated by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse EffectLender. (b) Such After giving effect to this Agreement, no default or event of default exists under any Loan Document other than the Acknowledged Events of Default. (c) After giving effect to this Agreement, the representations and warranties of each Loan Party set forth in the Loan Documents (other than those representations and warranties that solely relate the existence of defaults or events of default, but only to the extent such defaults or events of default are the Acknowledged Events of Default) are true, correct and complete on and as of the Effective Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date. (d) Each Loan Party has taken all necessary corporate (or other organizational) action requisite right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Amendment Agreement. (e) This Agreement and has validly the other Loan Documents have been duly authorized, executed and delivered this Amendment. This Amendment constitutes a by each Loan Party and constitute legal, valid and binding obligation obligations of such the Loan PartyParties, enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (cf) No material consentconsent or approval of, approval, authorization or other action by, notice to, or registration or filing with, or any Governmental Authority or other Person action by, any governmental authority is or will be required as a condition to or otherwise in connection with the due execution, delivery or performance by any Loan Party of this Agreement. (g) The execution and performance delivery by such Loan Party of this AmendmentAgreement does not violate any applicable law, except policy or regulation or the organizational documents of such Loan Party or any order of any governmental authority such as have been obtained or made and are in full force and effectto cause a material adverse effect with respect to such Loan Party. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows: (a) The execution, delivery and performance by such Each Loan Party (a) is duly organized or formed, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its obligations in connection with this Amendment are within its corporate incorporation or organization, (or other organizationalb) powershas all requisite power and authority and all requisite governmental licenses, have been duly authorized by all necessary corporate (or other organizational) action authorizations, consents and do not and will not approvals to (i) violate any provision of own its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, assets and carry on its business and (ii) contravene any applicable Law which is applicable to such execute, deliver and perform its obligations under this Amendment, the Amended Credit Agreement and the other Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or Documents to which it is subjecta party and (c) is duly qualified to do business and, exceptwhere applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case of clauses referred to in clause (iia) and (iiiother than with respect to any Loan Party or any Material Subsidiary), clause (b)(i) aboveor clause (c), to the extent such contraventions, conflicts, breaches or defaults that failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) Such . This Amendment has been duly executed and delivered by the duly authorized officers of the Loan Party has taken all necessary corporate (or other organizational) action to executeParties, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a the Amended Credit Agreement constitute legal, valid and binding obligation obligations of such the Loan Party, Parties and are enforceable against each the Loan Party that is party thereto Parties in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (cb) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition As of the date hereof and after giving effect to or otherwise in connection with the due execution, delivery and performance by such Loan Party terms of this Amendment, (i) no Default has occurred and is continuing and (ii) each of the Specified Representations is true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty is true and correct in all respects) on and as have been obtained or made and are in full force and effect. (d) After giving effect of the date hereof, except to this Amendment, the extent that such representations and warranties contained specifically refer to an earlier date, in each of the Loan Documents which case they are true and correct in all material respects on (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty is true and correct in all respects) as of such earlier date. 5 (c) Each Loan Party: (i) reaffirms and admits the validity and enforceability of the Amended Credit Agreement and the other Loan Documents and all of its Obligations thereunder; (ii) as of the date hereof as though made on hereof, agrees and as admits that it has no valid defenses to or offsets against any of such date its Obligations to the Administrative Agent and the Lenders under the Amended Credit Agreement and the Notes; and (other than any such representations or warranties that, by their terms, refer iii) agrees and acknowledges that all references to a specific date, the “Obligations” contained in which case as of such specific date)the Loan Documents include the Obligations under the Amended Credit Agreement. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and each Significant Subsidiary of such Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized. (b) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment each Loan Document to which it is, or is to become a party, and the consummation of the transactions contemplated hereby, are within its such Loan Party’s corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not contravene (i) violate any provision of its articles or such Loan Party’s certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Partyby-laws, (ii) contravene any applicable Law which is applicable to law binding or affecting such Loan Party or (iii) conflict with, result in a breach of any contractual restriction binding on or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which affecting such Loan Party is a party, by which it or any of its properties is bound or properties. (c) Each Loan Document to which it is, or is subjectto become, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby such Loan Party. This Amendment constitutes a Agreement is, and, upon execution and delivery thereof, each other Loan Document will be the legal, valid and binding obligation of such Loan Party, Party enforceable against each such Loan Party that is party thereto in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally in general, and except as the availability of the remedy of specific performance is subject to general principles of equity, equity (regardless of whether considered such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (cd) No material consent, approval, authorization or approval or other action by, and no notice to, or registration to or filing with, any Governmental Authority or any other Person third party is or will be required as a condition to or otherwise in connection with for the due execution, delivery and performance by such Loan Party of this Amendmentany Loan Document to which it is, except or is to become, party other than with respect to each Borrower (i) such as Approvals, if any, that have been obtained or made duly issued and are in full force and effect. effect and (dii) After giving effect such Approvals that may be required to this Amendmentbe obtained by such Borrower in connection with the AGR Assumption, the representations and warranties contained in APCo Assumption or KPCo Assumption, each of which will have been obtained and will be in full force on or prior to the Loan Documents are true and correct in all material respects on and as date of the date hereof AGR Assumption, APCo Assumption or KPCo Assumption, as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)applicable. (e) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting such Loan Party or any of its Significant Subsidiaries before any Governmental Authority or arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the Disclosure Documents. (f) The consolidated balance sheets of such Loan Party (other than AGR) and its Consolidated Subsidiaries as at December 31, 2012 and March 31, 2013, and the related consolidated statements of income and cash flows of such Loan Party (other than AGR) 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, 2012) 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, 2013, to year-end adjustments) the consolidated financial condition of such Loan Party (other than AGR) and its Consolidated Subsidiaries as at such dates and the consolidated results of the operations of such Loan Party (other than AGR) and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2012, there has been no Material Adverse Change as to any Loan Party. (g) No Default written statement, information, report, financial statement, exhibit or Event schedule furnished by or on behalf of Default shall exist after giving effect such Loan Party to the Administrative Agent or any Lender in connection with the syndication or negotiation of this AmendmentAgreement or included herein or delivered pursuant hereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. (h) Except as disclosed in the Disclosure Documents, such Loan Party and each Significant Subsidiary of such Loan Party is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable to 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, whether or not waived, has occurred with respect to any Plan. Such Loan Party has not incurred, and does not presently expect to incur, any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect. Such Loan Party and each of its ERISA Affiliates have complied in all material respects with ERISA and the Internal Revenue Code. Such Loan Party 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 such Loan Party or any of its ERISA Affiliates. The term “Multiemployer Plan” means any Plan which is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA). The term “Foreign Plan” means any pension, profit-sharing, deferred compensation, or other employee benefit plan, program or arrangement maintained by any Subsidiary which, under applicable local foreign law, is required to be funded through a trust or other funding vehicle.

Representations and Warranties of the Loan Parties. Each To induce the Agent and the Required Lenders to enter into this Amendment No. 1, each of the Loan Party represents Parties represent and warrants warrant, jointly and severally, to the Agent and the Required Lenders as followsfollows as of the Execution Date: (a) The executionThis Amendment No. 1, delivery the Credit Agreement as amended hereby, and performance by the other Loan Documents to which any Loan Party is a party have been duly authorized, executed and delivered and constitute legal, valid and binding obligations of each such Loan Party party thereto enforceable against each such Loan Party in accordance with its terms. (b) Neither the execution or delivery by each Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powersNo. 1, have been duly authorized nor performance by all necessary corporate (or other organizational) action any of them of this Amendment No. 1 and do not and will not the Credit Agreement shall (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of contravene such Loan Party’s charter or bylaws, (ii) contravene violate any applicable Law which is applicable to such Loan Party 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, (iii) conflict withwith or result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust, or material contract, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in a breach or require the creation or imposition of any Lien upon or constitute (with notice, lapse respect to any of time or both) a default under the properties of any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties Subsidiaries. No Loan Party or any of its Subsidiaries is bound in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or to 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 it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not be reasonably be expected likely to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the The representations and warranties contained in each of the Loan Documents Credit Agreement are true, correct and complete in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects respects) on and as of the date hereof as though if made on and as of such the date (other than any hereof, except to the extent such representations or and warranties that, by their terms, refer expressly relate to a specific an earlier date, in which case they were true and correct as of such specific earlier date), and except that references to a Schedule in any such representation and warranty shall be deemed to be a reference to the corresponding New Schedule. (d) Prior to and after giving effect to this Amendment No. 1, no Default or Event of Default has occurred or is continuing. (e) No Default After giving effect to this Amendment No. 1, the Collateral Documents continue to create a valid first priority security interest in the Collateral, securing the payment of the Secured Obligations, and assuming that all filings delivered to the Collateral Agent on or Event before the Closing Date have been duly filed in accordance with the provisions of Default the Security Agreement and assuming that all filings required as a result of the operation of Section 9-507(c) of the UCC (as defined in the Security Agreement) have been duly filed, such first priority security interest shall exist continue to be perfected. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the Liens and security interests created or permitted under the Loan Documents. (f) After giving effect to this Amendment No. 1, the Guaranties in favor of the Secured Parties, granted pursuant to the Loan Documents, shall continue to be valid and enforceable against the respective Subsidiary Guarantors thereunder. (g) Each Loan Party is and, after giving effect to the transactions contemplated hereby, shall be Solvent. No transfer of Property is being made by the Parent or any of its Subsidiaries, and no obligation is being incurred by the Parent or any of its Subsidiaries in connection with the transactions contemplated by this AmendmentAmendment No. 1 or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of the Parent and its Subsidiaries.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows: (a) The execution, delivery and performance by of this Amendment and the Credit Agreement, as amended hereby, are within such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, Party’s power and authority and have been duly authorized by all necessary corporate actions. This Amendment has been duly executed and delivered by such Loan Party and this Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. (or other organizationalb) action The execution, delivery and performance of this Amendment and the Credit Agreement, as amended hereby, do not and will not not: (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents contravene the terms of such Loan Party’s Organization Documents, (ii) contravene any applicable Law which is applicable to such Loan Party conflict with or (iii) conflict with, result in a any breach or contravention of, or result in the creation of (or constitute the requirement to create) any Lien under, (with noticex) any Material Contract, lapse of time or both(y) a default under any other document evidencing any material indenture or instrument or other material agreement Contractual Obligation to which such Loan Party is a party, party or by which it or any of its properties such Loan Party is bound or (z) any material order, injunction, writ or decree of any Governmental Authority to which it such Loan Party or its Property is subject, except, in the case of clauses (ii) and ; or (iii) aboveviolate any material Requirement of Law in any material respect; except with respect to any conflict, breach or contravention (but not the creation of, or requirement to create, Liens) referred to in clause (ii)(y), to the extent that such contraventionsconflict, conflictsbreach or contravention would not, breaches either individually or defaults could not in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition As of the date hereof and after giving effect to or otherwise in connection with the due execution, delivery and performance by such Loan Party terms of this Amendment, except such as have been obtained (i) no Default or made Event of Default has occurred and are in full force is continuing and effect. (dii) After giving effect to this Amendment, the representations and warranties contained of (or made with respect to) such Loan Party set forth in the Credit Agreement, as amended hereby, and each of the Loan Documents Document to which it is a party are true and correct in all material respects with the same effect as though made on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as though made on of a specified date shall be required to be true and correct in all material respects only as of such date (other than any such representations or warranties that, by their terms, refer to a specific specified date, and that any representation or warranty which is subject to any materiality qualifier is true and correct in which case as of such specific dateall respects). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows: (a) The execution, delivery and performance by of this Amendment and the Credit Agreement, as amended hereby, are within such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, Party’s power and authority and have been duly authorized by all necessary corporate actions. This Amendment has been duly executed and delivered by such Loan Party and this Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. (or other organizationalb) action The execution, delivery and performance of this Amendment and the Credit Agreement, as amended hereby, do not and will not not: (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents contravene the terms of such Loan Party’s Organization Documents, (ii) contravene any applicable Law which is applicable to such Loan Party conflict with or (iii) conflict with, result in a any breach or contravention of, or result in the creation of (or constitute the requirement to create) any Lien under, (with noticex) any Material Contract, lapse of time or both(y) a default under any other document evidencing any material indenture or instrument or other material agreement Contractual Obligation to which such Loan Party is a party, party or by which it or any of its properties such Loan Party is bound or (z) any material order, injunction, writ or decree of any Governmental Authority to which it such Loan Party or its Property is subject, except, in the case of clauses (ii) and ; or (iii) aboveviolate any material Requirement of Law in any material respect; except with respect to any conflict, breach or contravention (but not the creation of, or requirement to create, Liens) referred to in clause (ii)(y), to the extent that such contraventionsconflict, conflictsbreach or contravention would not, breaches either individually or defaults could not in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition As of the date hereof and after giving effect to or otherwise in connection with the due execution, delivery and performance by such Loan Party terms of this Amendment, except such as have been obtained (i) no Default or made Event of Default has occurred that is continuing and are in full force and effect. (dii) After giving effect to this Amendment, the representations and warranties contained of (or made with respect to) such Loan Party set forth in the Credit Agreement, as amended hereby, and each of the Loan Documents Document to which it is a party are true and correct in all material respects with the same effect as though made on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as though made on of a specified date shall be required to be true and correct in all material respects only as of such date (other than any such representations or warranties that, by their terms, refer to a specific specified date, and that any representation or warranty which is subject to any materiality qualifier is true and correct in which case as of such specific dateall respects). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each As a further inducement for the Lenders to consent to the transactions contemplated by this Eighth Amendment, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lenders that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Eighth Amendment and the transactions contemplated hereby. (b) The execution and delivery of this Eighth Amendment, the Senior Eleventh Amendment and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Eighth Amendment or the Senior Eleventh Amendment nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Eighth Amendment and has the Senior Eleventh Amendment have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consent, approval, authorization event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, the All representations and warranties contained in each of the Loan Documents are Parties in the Loan Agreement remain true and correct in all as of the date hereof (except for non material respects changes to certain schedules previously delivered as of the Second Amendment Effective Date) as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 3 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Eighth Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Eighth Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) Each Loan Party and each of its Subsidiaries (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 could not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all Governmental Authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) Set forth on Schedule VII hereto is a complete and accurate list of all Subsidiaries of each Loan Party, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation and the percentage ownership interests of each applicable Loan Party in such Subsidiary. All of the outstanding Equity Interests in each Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents. (c) The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment each Loan Document to which it is or is to be a party are within its such Loan Party’s corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of contravene such Loan Party’s charter or bylaws, (ii) contravene violate any applicable Law which is applicable to such Loan Party 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, (iii) conflict withwith or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in a breach or require the creation or imposition of any Lien upon or constitute (with notice, lapse of time or both) a default under respect to any material indenture or instrument or other material agreement to which such Collateral. No Loan Party is a party, by which it or any of its properties Subsidiaries is bound in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or to 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 it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not be reasonably be expected likely to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (cd) No material consentGovernmental Authorization, approval, authorization or other action by, and no notice to, or registration to or filing with, any Governmental Authority or any other Person third party is or will be required as a condition to or otherwise in connection with for (i) the due execution, delivery and delivery, recordation, filing or performance by such any Loan Party of this Amendmentany Loan Document to which it is or is to be a party, except such as have been obtained (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or made and are in full force and effect. maintenance of the Liens created under the Collateral Documents (dincluding the first priority nature thereof) After giving effect to this Amendment, or (iv) the representations and warranties contained in each exercise by any Agent or any Lender Party of its rights under the Loan Documents are true and correct or the remedies in all material respects on and as respect of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer Collateral pursuant to a specific date, in which case as of such specific date)the Collateral Documents. (e) No Default This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly authorized, executed and delivered by each Loan Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms. (f) There is no action, suit, investigation, litigation or Event proceeding affecting any Loan Party or any of Default shall exist after giving its Subsidiaries, including any Environmental Action, pending or threatened before any Governmental Authority 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 any Loan Document or the consummation of any of the transactions contemplated by any Loan Document, and there has been no adverse change in the status, or financial effect to this Amendmenton any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule VI hereto.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment. (f) Neither the Dutch Borrower nor any Subsidiary Guarantor that is a Foreign Subsidiary is an EEA Financial Institution.

Representations and Warranties of the Loan Parties. Each As a further inducement for the Lenders to consent to the transactions contemplated by this Ninth Amendment, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lenders that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Ninth Amendment and the transactions contemplated hereby. (b) The execution and delivery of this Ninth Amendment, the Senior Thirteenth Amendment and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Ninth Amendment or the Senior Thirteenth Amendment nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Ninth Amendment and has the Senior Thirteenth Amendment have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consent, approval, authorization event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, the All representations and warranties contained in each of the Loan Documents are Parties in the Loan Agreement remain true and correct in all as of the date hereof (except for non material respects changes to certain schedules previously delivered as of the Second Amendment Effective Date) as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 3 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Ninth Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Ninth Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) Each Loan Party and each general partner or managing member, if any, of each Loan Party (i) is a corporation, limited liability company or partnership duly incorporated, organized or formed, validly existing and in good standing (to the extent that a concept of good standing exists under the laws of the jurisdiction of the incorporation, organization or formation of such Loan Party) under the laws of the jurisdiction of its incorporation, organization or formation, (ii) is duly qualified and in good standing (to the extent that a concept of good standing exists under 74 Digital Realty – Second Amended and Restated Yen Credit Agreement ​ ​ the laws of the jurisdiction of the incorporation, organization or formation of such Loan Party) as a foreign corporation, limited liability company or partnership 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 be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The executionParent Guarantor is organized in conformity with the requirements for qualification as a REIT under the Internal Revenue Code, delivery and performance its method of operation enables it to meet the requirements for qualification and taxation as a REIT under the Internal Revenue Code. All of the outstanding Equity Interests in the Parent Guarantor have been validly issued, are fully paid and non-assessable, all of the general partner Equity Interests in the Operating Partnership are owned by the Parent Guarantor, and all such general partner Equity Interests are owned by the Parent Guarantor free and clear of all Liens. (b) All of the outstanding Equity Interests in each Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and, to the extent owned by such Loan Party or one or more of its Subsidiaries, are owned by such Loan Party or Subsidiaries free and clear of all Liens (other than Liens on Equity Interests in Subsidiaries securing Debt that is not prohibited hereunder). (c) The execution and delivery by each Loan Party and of each general partner or managing member (if any) of each Loan Party of each Loan Document to which it is or is to be a party, and the performance of its obligations in connection with this Amendment thereunder, and the consummation of the transactions contemplated by the Loan Documents, are within its corporate (the corporate, limited liability company or other organizational) powerspartnership powers of such Loan Party, general partner or managing member, have been duly authorized by all necessary corporate (corporate, limited liability company or other organizational) action partnership action, and do not and will not (i) violate any provision contravene the charter or bylaws, memorandum and articles of its articles association, operating agreement, partnership agreement, shareholders agreement or certificate of incorporation or bylaws or similar organizing or other governing documents document of such Loan Party, general partner or managing member, (ii) contravene violate any applicable Law which is applicable 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, (iii) conflict with or result in the breach of, or constitute a default or require any payment to such be made under, any Material Contract binding on or affecting any Loan Party or any of its Subsidiaries or any of their properties, or any general partner or managing member of any Loan Party or (iiiiv) conflict with, result in a breach or require the creation or imposition of any Lien (other than Permitted Liens) upon or constitute (with notice, lapse respect to any of time or both) a default under the properties of any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties Subsidiaries. No Loan Party or any of its Subsidiaries is bound in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or to award or in breach of any such Material Contract, the violation or breach of which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not would be reasonably be expected likely to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (cd) No material consent, approval, authorization or approval or other action by, and no notice to, or registration to or filing with, any Governmental Authority governmental authority or regulatory body or any other Person third party is or will be required as a condition to or otherwise in connection with for the due execution, delivery and delivery, recordation, filing or performance by such any Loan Party or any general partner or managing member of any Loan Party of this Amendmentany Loan Document to which it is or is to be a party or for the consummation of the transactions contemplated by the Loan Documents and the exercise by the Administrative Agent or any Lender Party of its rights under the Loan Documents, except such as for authorizations, approvals, actions, notices and filings which have been obtained duly obtained, taken, given or made and are in full force and effect. (de) After giving effect to this AmendmentThis Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party and general partner or Digital Realty – Second Amended and Restated Yen Credit Agreement ​ managing member (if any) of each Loan Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the representations legal, valid and warranties contained binding obligation of each Loan Party party thereto, enforceable against such Loan Party in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their accordance with its terms, refer to a specific dateexcept as such enforceability may be limited by any applicable bankruptcy, in which case as insolvency, reorganization, moratorium, examinership or similar laws affecting creditors’ rights generally and by general principles of such specific date)equity. (ef) No Default Except as set forth in the reports delivered to the Administrative Agent pursuant to Section 5.03(h), there is no action, suit, investigation, litigation or Event proceeding affecting any Loan Party or any of Default shall exist after giving effect its Subsidiaries or any general partner or managing member (if any) of any Loan Party, including any Environmental Action to this Amendmentany Loan Party’s knowledge, pending or threatened before any court, governmental agency or arbitrator that (i) would reasonably be expected to have a Material Adverse Effect or (ii) would reasonably be expected to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated by the Loan Documents.

Representations and Warranties of the Loan Parties. Each To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to each Lender and each Agent as of the date hereof as follows: (a) The execution, delivery and performance by such 1. Each Loan Party of its obligations in connection with has the legal power and authority to execute and deliver this Amendment are within its corporate (or other organizational) powers, and the officers of each Loan Party executing this Amendment have been duly authorized by all necessary corporate (or other organizational) action to execute and do not deliver the same and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to bind such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, respect to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effectprovisions hereof. (b) Such Loan Party 2. This Amendment has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby each Loan Party that is a party hereto. 3. This Amendment and the Amended Credit Agreement each constitutes a the legal, valid and binding obligation obligations of such each Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 4. The execution and delivery by each Loan Party of this Amendment, the performance by each Loan Party of its obligations under this Amendment, the Amended Credit Agreement and under the other Loan Documents to which it is a party and the consummation of the transactions contemplated by this Amendment, the Amended Credit Agreement and the other Loan Documents: (ci) No material consentdo not require any consent or approval of, approval, authorization or other action by, notice to, or registration or filing with, or any other action by, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this AmendmentAuthority, except such as have been obtained or made and are in full force and effect, (ii) will not violate any Requirement of Law or conflict with any Certificate of Incorporation, By-Laws, or other organizational or governing documents (including, without limitation, the Memorandum and Articles of Association), in each case applicable to any Loan Party or any of its Subsidiaries, (iii) will not violate or result in a default under any indenture or other agreement governing Indebtedness or any other material agreement or other instrument binding upon any Loan Party or any of its Restricted Subsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Restricted Subsidiaries and (iv) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents. (d) After giving effect to this Amendment, 5. Each Borrower and each other Loan Party hereby reaffirms all covenants and the representations and warranties contained in each of the Loan Documents and in this Section III and agrees and confirms that all such representations and warranties are true and correct in all material respects on and as of the date hereof of this Amendment as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, except for any representation and warranty made as of an earlier date, which representation and warranty remains true and correct in which case all material respects as of such specific earlier date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each The Loan Party represents Parties hereby jointly and warrants severally represent and warrant to Lender as follows: (a) The execution, delivery 5.1 Organization and performance Standing of Loan Parties. *** Certain confidential portions of this exhibit were omitted by such Loan Party means of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, redacting a portion of the text. Copies of the exhibit containing the redacted portions have been duly authorized by all necessary corporate (or other organizational) action filed separately with the Securities and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable Exchange Commission subject to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default request for confidential treatment pursuant to Rule 24b-2 under any material indenture or instrument or other material agreement to which such the Securities Exchange Act. Each Loan Party is a partylimited liability company (or such other type of entity expressly consented to by Lender) duly organized, by which it or any validly existing and in good standing under the laws of the State of Delaware with all requisite power and authority to own its properties, and conduct its business as now being conducted, and is duly qualified to do business as a foreign limited liability company (or, with the express consent of Lender, other entity) in good standing in each jurisdiction where the ownership of its properties is bound or the conduct of its business makes such qualification necessary, except in those jurisdictions where failure so to which qualify shall not permanently impair title to a material amount of its properties, permits or licenses or its rights to enforce in all material respects contracts against others or expose it is subject, except, to substantial liabilities in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such jurisdictions. Each Loan Party has taken all material licenses (other than Licenses), permits and authorizations necessary corporate (or other organizational) action for the conduct of its business as currently conducted. 5.2 Authorization by the Loan Parties; Consents. a. Borrower has all requisite power and authority to execute, deliver and perform its obligations under this Amendment Credit Agreement, the Note and all other Loan Documents to which it is a party. Borrower has validly taken all action necessary to authorize this Credit Agreement, the Note and all other Loan Documents to which it is a party, and all such documents have been duly authorized, executed and delivered this Amendment. This Amendment constitutes a by Borrower and are legal, valid and binding obligation obligations of such Loan Party, Borrower enforceable against each Loan Party that is party thereto in accordance with its their terms, subject to applicable except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to or (ii) general principles of equity. b. Neither the execution, regardless delivery and performance of whether considered this Credit Agreement, the Note or the other Loan Documents by Borrower nor the consummation by Borrower of the transactions contemplated herein or therein shall, with or without the giving of notice or the lapse of time, or both, (i) violate any Applicable Law to which Borrower is subject (other than relating to any Loan Party’s qualification as a “very small business,” under the FCC Rules and to hold any License under provisions of Applicable Law governing alien ownership of common carrier radio licenses to the extent of any alien ownership directly or indirectly attributable to Lender under the FCC Rules, as to which the Loan Parties make no representation or warranty hereunder); (ii) conflict with or result in a proceeding breach of the terms, conditions or provisions of, or constitute a default under, its certificate of formation or limited liability company agreement (or similar governing documents), any material license or permit of Borrower or any material contract to which Borrower is a party or by which Borrower may be bound or affected or (iii) except with respect to Borrower’s participation in equity or at law. (c) No material the Auction and procurement and retention of any Licenses by Borrower and except with respect to the exercise of certain of Lender’s remedies under the Loan Documents, require Borrower to obtain any authorization, consent, approval, authorization approval or other action by, notice towaiver from, or registration or to make any filing with, any Governmental Authority or other Person Person, other than filings to perfect security interests granted pursuant to the Security Agreement. c. Guarantor has all requisite power and authority to execute, deliver and perform its obligations under this Credit Agreement and all other Loan Documents to which it is or will be required as a condition party. Guarantor has taken all action necessary to or otherwise in connection authorize this Credit Agreement and all *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the due Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. d. Neither the execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained Credit Agreement or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each other Loan Documents by Guarantor nor the consummation by Guarantor of the Loan Documents are true and correct in all material respects on and as transactions contemplated herein or therein shall, with or without the giving of notice or the date hereof as though made on and as lapse of such date time, or both, (i) violate any Applicable Law to which Guarantor is subject (other than relating to Guarantor’s qualification as a “very small business,” under the FCC Rules and to hold any FCC license under provisions of Applicable Law governing alien ownership of common carrier radio licenses to the extent of any alien ownership directly or indirectly attributable to Lender under the FCC Rules, as to which the Loan Parties make no representation or warranty hereunder); (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, its certificate of formation, the LLC Agreement, any license or permit of Guarantor or any material contract to which Guarantor is a party or by which Guarantor may be bound or affected or (iii) except with respect to Borrower’s participation in the Auction and procurement and retention of any Licenses by Borrower and except with respect to the exercise of certain of Lender’s remedies under the Loan Documents, require Guarantor to obtain any authorization, consent, approval or waiver from, or to make any filing with, any Governmental Authority or other Person, other than filings to perfect security interests granted pursuant to the Security Agreements. e. Each Borrower Subsidiary once formed will have all requisite power and authority to execute, deliver and perform its obligations under this Credit Agreement and all other Loan Documents to which it is a party. Each Borrower Subsidiary once formed will have taken all action necessary to authorize this Credit Agreement and all other Loan Documents to which it is a party, and all such representations or warranties thatdocuments will have been duly authorized, executed and delivered by such Borrower Subsidiary and will be legal, valid and binding obligations of such Borrower Subsidiary enforceable in accordance with their terms, refer except as such enforceability may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally or (ii) general principles of equity. f. Neither the execution, delivery and performance of this Credit Agreement or the other Loan Documents by each Borrower Subsidiary once formed nor the consummation by each Borrower Subsidiary once formed of the transactions contemplated herein or therein shall, with or without the giving of notice or the lapse of time, or both, (i) violate any Applicable Law to which such Borrower Subsidiary is subject (other than relating to such Borrower Subsidiary’s qualification as a “very small business,” under the FCC Rules and to hold any FCC license under provisions of Applicable Law governing alien ownership of common carrier radio licenses to the extent of any alien ownership directly or indirectly attributable to Lender under the FCC Rules, as to which the Loan Parties make no representation or warranty hereunder); (ii) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, its certificate of formation, the LLC Agreement, any license or permit *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a specific date, in which case as of such specific date)request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each As a further inducement for the Lenders to consent to the transactions contemplated by this Seventh Amendment, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lenders that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Seventh Amendment and the transactions contemplated hereby. (b) The execution and delivery of this Seventh Amendment, the Senior Tenth Amendment and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Seventh Amendment or the Senior Tenth Amendment nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Seventh Amendment and has the Senior Tenth Amendment have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consent, approval, authorization event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, the All representations and warranties contained in each of the Loan Documents are Parties in the Loan Agreement remain true and correct in all as of the date hereof (except for non material respects changes to certain schedules previously delivered as of the Second Amendment Effective Date) as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Sections 3 and 4 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Seventh Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Seventh Amendment.

Representations and Warranties of the Loan Parties. Each of the Borrower and the Parent (each, a “Loan Party Party”) hereby represents and warrants as follows: (a) It has the power and authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement (as modified hereby). The execution, execution and delivery by it of this Amendment and the performance by such Loan Party of its obligations in connection with this Amendment are within its corporate hereunder and under the Credit Agreement (or other organizational) powersas modified hereby), have been duly authorized by all necessary corporate proper proceedings, and this Amendment and the Credit Agreement (as modified hereby) constitute legal, valid and binding obligations of such Loan Party, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, including concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other organizationalequitable remedies (whether enforcement is sought by proceedings in equity or at law). (b) action The execution and delivery of this Amendment and the performance of this Amendment and the Credit Agreement (as modified hereby) do not and will not (i) violate any provision of its conflict with the certificate or articles or certificate of incorporation or bylaws by-laws (or similar organizing or governing documents equivalent constituent documents) of such Loan Party, (ii) contravene constitute a tortious interference with any applicable Law which is applicable to such Loan Party Financing Facility or (iii) conflict with, result in a breach of or constitute (with notice, or without notice or lapse of time or both) a default under any material indenture Financing Facility, or instrument require termination of any Financing Facility, (iii) constitute a tortious interference with any Contractual Obligation (other than the Financing Facilities) of any Person or other material agreement to which such Loan Party is conflict with, result in a partybreach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, by which it without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Borrower, the Parent or any of its properties is bound Subsidiaries, or to require termination of any Contractual Obligation, except such interference, breach, default or termination which it is subject, except, individually or in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults aggregate could not reasonably be expected to have a Material Adverse Effect. , (biv) Such result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Borrower, the Parent or any of its Subsidiaries, other than Liens permitted or created by the Loan Party has taken all necessary corporate Documents, or (v) require any approval of the Borrower’s, the Parent’s or any of its Subsidiaries’ Board of Directors (or other organizationalequivalent governing body) action to executeor shareholders, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendmentapplicable, except such as have been obtained or made and are in full force and effectobtained. (dc) After As of the date hereof and giving effect to the terms of this Amendment, (i) there exists no Default or Event of Default and (ii) the representations and warranties contained in each Article III of the Loan Documents Credit Agreement (as modified hereby) and in Section 2 of the Parent Guaranty are true and correct in all material respects on and as (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects), except to the date hereof as though made on and as of such date (other than any extent that such representations or and warranties that, by their terms, specifically refer to a specific an earlier date, in which case they are true and correct in all material respects (or in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such specific earlier date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as followsto the Lenders and the Administrative Agent that: A. Each representation and warranty set forth in Article 5 of the Credit Agreement is hereby restated and affirmed as true and correct as of the date hereof in all material respects (a) The executionexcept to the extent that any such representations or warranties relate to an earlier specific date or dates); B. Each Loan Party has the power and authority to enter into this Amendment and all other agreements contemplated hereby, delivery and performance to do all acts and things as are required or contemplated hereunder to be done, observed and performed by such Loan Party Party; C. Each of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have has been duly authorized (by all necessary corporate (or other organizational) action and otherwise), validly executed and delivered by each Loan Party and constitutes the legal, valid and binding obligation of each Loan Party enforceable against it in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to enforceability; D. The execution and delivery of this Amendment by each Loan Party and such Loan Party’s performance hereunder do not and will not (i) violate require the consent or approval of any provision Governmental Authority, nor be in contravention of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of in conflict with such Loan Party’s Organizational Documents or the provisions of any order, (ii) contravene injunction, writ or decree of any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults Governmental Authority that could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action , to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by which such Loan Party of this Amendmentis a party or by which such Loan Party or its assets or properties are or may become bound; and E. On July 6, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment2009, the representations Borrower changed its name to Xxxxxxxx.xxx Operations Inc. and warranties contained in Generations Holding, Inc., changed its name to Xxxxxxxx.xxx Inc.. The Borrower has provided to the Administrative Agent all amendments to the articles or certificate of incorporation of each such Loan Party evidencing and effecting such name changes. The Borrower shall execute and deliver, and shall cause each other Loan Party to execute and deliver, such additional documents and agreements as the Administrative Agent may reasonably require from time to time to amend any Loan Documents to evidence the above-described name changes and to continue the effectiveness of all Loan Documents and the perfection of all Liens securing the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)Documents. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants on and as followsof the Fifth Amendment Effective Date that: (a) The executionafter giving effect to this Agreement, delivery the representations and performance by such warranties of each Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, contained in the case Loan Documents shall be true and correct in all material respects (without duplication of clauses (iiany materiality qualifier contained therein) on and (iii) aboveas of the Fifth Amendment Effective Date, except to the extent that such contraventions, conflicts, breaches or defaults could not reasonably be expected representations and warranties expressly relate to have a Material Adverse Effect.an earlier date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) Such Loan Party this Agreement has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered by each Loan Party and this Amendment. This Amendment Agreement constitutes a legal, valid valid, and binding obligation of such Loan Party, enforceable against each such Loan Party that is party thereto Parties in accordance with its respective terms, subject to applicable except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.generally; (c) No material consentthe Security Documents and all of the Collateral described therein do, approval, authorization or other action by, notice and shall continue to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with secure the due execution, payment of all of the Obligations; (d) the execution and delivery and performance by such each Loan Party of this AmendmentAgreement and the performance by each Loan Party of the Credit Agreement (as amended hereby) have been duly authorized by all necessary corporate or limited liability company action (as applicable) and do not (i) contravene the terms of any of that Person’s Governing Documents; (ii) conflict with or result in any breach or contravention of, or result in the creation of any Lien (other than Permitted Liens) under, any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or any order, injunction, writ or decree of any Governmental Authority to which such Person or its assets are subject, except such as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) violate any provision of federal, state, or local law or regulation applicable to any Loan Party or its Domestic Subsidiaries in any respect, except, as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained or made and that are still in full force and effect. (d) After giving effect to this Amendmentand except, in the case of material agreements, for consents or approvals, the representations and warranties contained failure to obtain could not individually or in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer aggregate reasonably be expected to cause a specific date, in which case as of such specific date)Material Adverse Effect. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each As a further inducement for WBMCF to consent to the transactions contemplated by this Agreement, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lender that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Agreement and the transactions contemplated hereby. (b) The execution and delivery of this Agreement, the Amended Senior Loan Documents and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this First Amendment or the Amended Senior Loan Documents nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This First Amendment and has the Amended Senior Loan Documents have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consentExcept for the Existing Defaults, approval, authorization no event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, Except for: (i) the representation and warranty set forth in the first sentence of Section 4.4 of the Loan Agreement; (ii) the representations and warranties contained in each with respect to the matters disclosed on revised Schedules 4.3, 4.10, 4.16 and 4.21 attached to this First Amendment; all representations and warranties of the Loan Documents are Parties in the Loan Agreement remain true and correct in all material respects as of the date hereof as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 5 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender's approval of such proceeding; and (b) the period commencing on the First Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this First Amendment. (h) The Company represents and warrants that it is currently eligible to register the resale of the Warrant Shares and all Registrable Securities by Holder on a Registration Statement on Form S-3 under the Securities Act for the account of Holder (and not for or on behalf of the Company).

Representations and Warranties of the Loan Parties. Each The Loan Party represents Parties hereby represent and warrants warrant as follows:: ​ (a) The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform this Amendment in connection herewith in accordance with its respective terms and to consummate the transactions contemplated hereby. This Amendment has been duly executed and delivered by the duly authorized officers of the Parent, the Borrower and each other Loan Party and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally. (b) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within in accordance with its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and respective terms do not and will not not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any provision of its articles Applicable Law (including all Environmental Laws) relating to the Parent, the Borrower or certificate of incorporation or bylaws or similar organizing or governing documents of such any other Loan Party, ; (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under the organizational documents of any Loan Party, or any material indenture or instrument indenture, material agreement or other material agreement instrument to which such the Parent, the Borrower or any other Loan Party is a party, party or by which it or any of its respective properties is bound may be bound; or to which it is subject, except, in the case of clauses (ii) and (iii) above, result in or require the creation or imposition of any Lien upon or with respect to the extent such contraventions, conflicts, breaches any property now owned or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such hereafter acquired by any Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver than in favor of the Administrative Agent for its benefit and perform this Amendment and has validly executed and delivered this Amendmentthe benefit of the other Lender Parties. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.​ (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition As of the date hereof and after giving effect to or otherwise in connection with the due execution, delivery and performance by such Loan Party terms of this Amendment, except such as have been obtained no Default or made Event of Default has occurred and are in full force and effect.is continuing. ​ (d) After giving effect to this Amendment, the The representations and warranties made by the Borrower in the Amended Credit Agreement or any other Loan Document or which are contained in each of the Loan Documents any certificate furnished in connection therewith are true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects) on and as of the date hereof as though if made on and as of such date (other than any such representations or warranties that, by their terms, refer except for those which expressly relate to a specific date, an earlier date in which case such representations and warranties shall be true and correct as of such specific earlier date). (e; provided, that the representation set forth in the first sentence of Section 7.1(l) No Default of the Amended ​ ​ ​ Credit Agreement shall exclude any event or Event of Default shall exist after giving effect circumstance resulting from the COVID-19 pandemic to this Amendment.the extent such event or circumstance has been described in the 10-Q publicly filed by the Parent on May 11, 2020. ​

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment and the transactions contemplated hereby (i) are within the authority and legal right of the Borrower and its corporate Subsidiaries, (or other organizationalii) powers, have been duly authorized by all necessary corporate proceedings, (or other organizationaliii) action and do not and will not (i) violate conflict with or result in any breach or contravention of any provision of its articles law, statute, rule or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement regulation to which such Loan Party is a party, by which it the Borrower or any of its properties Subsidiaries is bound subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower or any of its Subsidiaries which it is subjectwould have a materially adverse effect on the business, exceptassets or financial condition of the Borrower or the Borrower and its Subsidiaries, in the case of clauses (ii) taken as a whole and (iiiiv) abovedo not conflict with any provision of the charter or the by-laws or limited liability company agreement, to as applicable, or any agreement or any instrument binding upon, the extent such contraventions, conflicts, breaches Borrower or defaults could not reasonably be expected to have a Material Adverse Effectany of its Subsidiaries. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver The execution and perform delivery of this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, will result in valid and legally binding obligation obligations of the Borrower and each such Loan Party, Subsidiary enforceable against each Loan Party that is party thereto in accordance with its termsthe respective terms and provisions hereof and thereof, subject to applicable except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights generally and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to general principles the discretion of equity, regardless of whether considered in a the court before which any proceeding in equity or at lawtherefor may be brought. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due The execution, delivery and performance by such Loan Party the Borrower and its Subsidiaries of this AmendmentAmendment and the transactions contemplated hereby do not require the Borrower or any of its Subsidiaries to obtain the approval or consent of, to make a filing with, or to perform or obtain the performance of any other act by or in respect of any governmental agency or authority, except such (i) filings and other actions taken in connection with the perfection or maintenance of the Liens created under the Security Documents, (ii) as have been obtained or made and are in full force and effect, (iii) the exercise of certain rights under the Loan Documents may require the consent of the FCC or actions be taken in compliance with the Securities Act of 1933, as amended, or other applicable law and (iv) those the failure of which to obtain or make would not have a materially adverse effect on the rights and remedies of the Agent or Banks under any Loan Document. (d) After giving effect There are no actions, suits, proceedings or investigations of any kind pending or, to the Borrower’s knowledge, threatened against the Borrower or any of its Subsidiaries before any court, tribunal or administrative agency or board which question the validity of this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than Amendment or any such representations action taken or warranties that, by their terms, refer to a specific date, in which case as of such specific date)be taken pursuant hereto. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each of the Company and the Guarantor (each, a "Loan Party Party") represents and warrants as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Guarantor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment Agreement and the consummation of the transactions contemplated hereby are within its corporate (or other organizational) such Loan Party's powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not contravene (i) violate its charter, by-laws or other organizational documents or (ii) any provision of its articles law or certificate of incorporation contractual restriction binding on or bylaws or similar organizing or governing documents of materially affecting such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (bc) Such 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 either Loan Party of this Agreement. (d) This Agreement has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendmentby each Loan Party. This Amendment constitutes a Agreement is the legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ ' rights generally and subject to general equitable principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)general applicability. (e) No Default The Consolidated balance sheet of the Company and its Subsidiaries as at December 28, 2002, and the related Consolidated statements of operations and cash flows of the Company and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG Peat Marwick, independent public accountants, fairly present the financial condition of the Company as at such date and the results of the operations of the Company for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 28, 2002, there has been no Material Adverse Change that has not been publicly disclosed. 364-Day Credit Agreement (f) There is no pending or Event threatened action, suit, investigation, litigation or proceeding affecting either Loan Party before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) would reasonably be likely to affect the legality, validity or enforceability of Default shall exist after giving effect this Agreement or any promissory note issued under this Agreement, if any, or the consummation of the transactions contemplated hereby. (g) It 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 this Amendmentpurchase or carry any Margin Stock or to extend credit to others for the purpose (whether immediate, individual or ultimate) of purchasing or carrying any Margin Stock, in either case in a manner that would cause the Advances or any Lender to be in violation of Regulation U. (h) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of any Borrower only or of the Company and its Subsidiaries or the Guarantor and its Subsidiaries, in each case on a Consolidated basis) subject to the provisions of Section 5.02(a) or (b)(ii) or subject to any restriction contained in any agreement or instrument between it 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. (i) Neither Loan Party is an "investment company", a company "controlled by", 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 any Borrower will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

Representations and Warranties of the Loan Parties. Each Loan Party jointly and severally represents and warrants to the Lender on the date hereof and on each Advance Date, acknowledging and confirming that the Lender is relying on such representations and warranties without independent inquiry, as follows: (a) The executionit is a corporation incorporated, organized and existing under the laws of its jurisdiction of incorporation and is qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which such qualification, licensing or registration is necessary or desirable; (b) it has the corporate power and authority to enter into and perform its obligations under the Loan Documents to which it is a party; (c) the execution and delivery by it of the Loan Documents to which it is a party and the performance by such Loan Party it of its obligations thereunder do not and will not (a) conflict with or result in connection with this Amendment are within a breach or violation of any (i) of its corporate constating documents, (ii) shareholders’ agreement, (iii) applicable law, (iv) contractual restriction binding on or other organizationalaffecting it or its properties, or (v) powersjudgment, injunction, determination or award which is binding on it, or (b) result in, require or permit the acceleration of the maturity of any indebtedness binding on or affecting it; (d) the execution and delivery by it of the Loan Documents to which it is a party and the performance by it of its obligations thereunder have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect.action; (be) Such Loan Party has taken all necessary corporate (or other organizational) action to executeno authorization, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization registration, qualification, designation, declaration or filing with any governmental authority or other action byperson, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise was necessary in connection with the due execution, delivery and performance of obligations by such it under the Loan Party of this Amendment, Documents to which it is a party except such as have been obtained or made and are in full force and effect., unamended; (df) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true to which it is a party have been duly executed and correct delivered by it and constitute legal, valid and binding obligations, enforceable against it in all material respects on and as accordance with their respective terms; and (g) the Loan Parties have not granted any Liens in respect of the date hereof as though made on and as any of such date (their property or assets, other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)Permitted Liens. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each On and as of the Forbearance Effective Date, each Loan Party hereby represents and warrants to the Administrative Agent and each Consenting Lender as follows:follows (except that the representation and warranty made in Section 4(j) shall only be made to the Administrative Agent): (a) The executionthis Forbearance Agreement has been duly authorized, delivery executed and performance delivered by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in constitutes the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, Party enforceable against each such Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law.) and an implied covenant of good faith and fair dealing; (cb) No material no approval, consent, approvalexemption, authorization or other action by, or material notice to, or registration or material filing with, any Governmental Authority or any other Person is necessary or will be required as a condition to or otherwise in connection with the due execution, delivery or performance by, or enforcement against, Borrower, Holdings or any other Loan Party of this Forbearance Agreement; (c) the execution, delivery and performance by such Borrower, Holdings and the other Loan Parties of this Forbearance Agreement do not (i) contravene the terms of Borrower’s, Holdings’ or any other Loan Party’s certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent constitutional, organizational and/or formation documents), as applicable; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (A) any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument to which Borrower, Holdings or any other Loan Party is a party or by which it or any of this Amendmentits properties or assets is bound or to which it may be subject or (B) any order, except such as have been obtained injunction, writ or made and are decree of any Governmental Authority or any arbitral award to which Borrower, Holdings or any other Loan Party or the properties or assets of Borrower, Holdings or any other Loan Party is subject; (iii) violate any applicable law; or (iv) result in full force and effect.a limitation on any governmental approvals applicable to the business, operations or properties of Borrower, Holdings or any other Loan Party; (d) After giving effect to this Amendmentas of November 30, 2016, the representations aggregate principal balance of all of the outstanding (i) Revolving Loans under the Credit Agreement is $124,765,469.23, (ii) Swingline Loans is $0.00 and warranties contained (iii) Term Loans under the Credit Agreement is $602,375,000.00 (which amounts set forth in each clauses (i), (ii) and (iii) do not include interest, fees, expenses or other amounts which are chargeable or otherwise reimbursable under the Credit Agreement and the other Loans Documents); (e) all of the Obligations are secured by a legal, valid and enforceable first priority security interest in and Lien on the Collateral in favor of the Collateral Agent, on behalf of Secured Parties, as described in the Security Documents; (f) neither the Administrative Agent nor any of the Lenders is in default under any of the Loan Documents or otherwise breached any obligations to the Loan Parties; (g) there are true no offsets, counterclaims or defenses to the liabilities or obligations (including any Obligations) under any of the Loan Documents, or to the rights, remedies or powers of the Administrative Agent or any of the Lenders in respect of any of the Obligations or any of the Loan Documents; (h) the execution and correct in delivery of this Forbearance Agreement have not established any course of dealing between the parties hereto or created any obligation, commitment or agreement of the Administrative Agent or any of the Consenting Lenders with respect to any future restructuring, modification, amendment, waiver or forbearance with respect to the Obligations, the Collateral or any of the Loan Documents; (i) Medical Developers and each of its Subsidiaries are Restricted Subsidiaries under and for all material respects purposes of the Credit Agreement and the other Loan Documents; (j) assuming the accuracy of the information set forth on the signature pages of the Initial Consenting Lenders, the Initial Consenting Lenders constitute Required Lenders under and as defined in the Credit Agreement; and (k) no Defaults or Events of the date hereof as though made on and as of such date Default (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as the Existing Events of such specific date)Default) exist on the Forbearance Effective Date. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows: (a) The execution, delivery and performance by of this Amendment and the Credit Agreement, as amended hereby, are within such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, Party’s organizational powers and have been duly authorized by all necessary corporate (or other organizational) action organizational actions and, if required, actions by equity holders. This Amendment has been duly executed and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to delivered by such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligation obligations of such Loan Party, Party and are enforceable against each such Loan Party that is party thereto in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and requirements of reasonableness, good faith and fair dealing. (cb) No material consentThe execution, approvaldelivery and performance of this Amendment and the Credit Agreement, authorization as amended hereby, (i) do not require any consent or other action byapproval of, notice to, or registration or filing with, or any other action by, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this AmendmentAuthority, except such in each case as have been obtained or made and that are in full force and effecteffect and except for filings required to perfect the Liens created pursuant to the Loan Documents, (ii) will not violate any Requirement of Law applicable to such Loan Party and its Restricted Subsidiaries, (iii) will not violate in any material respect or result in a default under any material indenture, material agreement or other material instrument binding upon such Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any material payment to be made by such Loan Party or any of its Restricted Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of such Loan Party or any of its Restricted Subsidiaries, other than Liens created under the Loan Documents, except, in the case of clauses (i) and (ii) above, where such breach or the failure to take such action could not reasonably be expected to result in a Material Adverse Effect. (dc) After As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred that is continuing and (ii) the representations and warranties contained of (or made with respect to) such Loan Party set forth in each of the Loan Documents Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than except to the extent that any such representations or warranties that, by their terms, refer representation and warranty is stated to relate to a specific earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such specific earlier date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each As a further inducement for the Lenders to consent to the transactions contemplated by this Fifth Amendment, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lenders that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Fifth Amendment and the transactions contemplated hereby. (b) The execution and delivery of this Fifth Amendment, the Senior Eighth Amendment and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Fifth Amendment or the Senior Eighth Amendment nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Fifth Amendment and has the Senior Eighth Amendment have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consentevent has occurred and is continuing and no condition exists which would constitute an Event of Default or Potential Event of Default, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with than the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effectExisting Defaults. (df) After giving effect to this Amendment, the All representations and warranties contained in each of the Loan Documents are Parties in the Loan Agreement remain true and correct in all as of the date hereof (except as disclosed on Schedule II hereto, and except for non material respects changes to certain schedules previously delivered as of the Second Amendment Effective Date) as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 5 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Fifth Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Fifth Amendment.

Representations and Warranties of the Loan Parties. Each As a further inducement for the Lenders to consent to the transactions contemplated by this Sixth Amendment, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lenders that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Sixth Amendment and the transactions contemplated hereby. (b) The execution and delivery of this Sixth Amendment, the Senior Ninth Amendment and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Sixth Amendment or the Senior Ninth Amendment nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Sixth Amendment and has the Senior Ninth Amendment have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consent, approval, authorization event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, the All representations and warranties contained in each of the Loan Documents are Parties in the Loan Agreement remain true and correct in all as of the date hereof (except for non material respects changes to certain schedules previously delivered as of the Second Amendment Effective Date) as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 3 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Sixth Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Sixth Amendment.

Representations and Warranties of the Loan Parties. Each As a further inducement for the Lenders to consent to the transactions contemplated by this Agreement, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lenders that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Agreement and the transactions contemplated hereby. (b) The execution and delivery of this Agreement, the Amended and performance Restated Senior Loan Documents and the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this First Amendment or the Amended and Restated Senior Loan Documents nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This First Amendment and has the Amended and Restated Senior Loan Documents have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consentExcept for the Existing Defaults, approval, authorization no event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, the All representations and warranties contained in each of the Loan Documents are Parties in the Loan Agreement remain true and correct in all material respects as of the date hereof as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 5 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the First Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this First Amendment.

Representations and Warranties of the Loan Parties. Each As a further inducement for the Lenders to consent to the transactions contemplated by this Fifth Amendment, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lenders that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Fifth Amendment and the transactions contemplated hereby. (b) The execution and delivery of this Fifth Amendment, the Senior Eighth Amendment and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Fifth Amendment or the Senior Eighth Amendment nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Fifth Amendment and has the Senior Eighth Amendment have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consentevent has occurred and is continuing and no condition exists which would constitute an Event of Default or Potential Event of Default, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with than the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effectExisting Defaults. (df) After giving effect to this Amendment, the All representations and warranties contained in each of the Loan Documents are Parties in the Loan Agreement remain true and correct in all as of the date hereof (except for non material respects changes to certain schedules previously delivered as of the Second Amendment Effective Date) as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 3 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Fifth Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Fifth Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as 83158564_2 of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each of the Company, the New Subsidiary Borrower and the Subsidiary Guarantors (each, a “Loan Party Party”) hereby represents and warrants as follows: (a) It has the power and authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under the Amended Credit Agreement and the Amended Subsidiary Guaranty, as applicable. The execution, execution and delivery by it of this Amendment and the performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powershereunder and under the Amended Credit Agreement and the Amended Subsidiary Guaranty, as applicable, have been duly authorized by all necessary corporate proper proceedings, and this Amendment, the Amended Credit Agreement and the Amended Subsidiary Guaranty (as applicable) constitute legal, valid and binding obligations of such Loan Party, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, including concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other organizationalequitable remedies (whether enforcement is sought by proceedings in equity or at law). (b) action The execution and delivery of this Amendment and the performance of this Amendment, the Amended Credit Agreement and the Amended Subsidiary Guaranty, as applicable, do not and will not (i) violate any provision of its conflict with the certificate or articles or certificate of incorporation or bylaws by-laws (or similar organizing or governing documents equivalent constituent documents) of such Loan Party, (ii) contravene constitute a tortious interference with any applicable Law which is applicable to such Loan Party Financing Facility or (iii) conflict with, result in a breach of or constitute (with notice, or without notice or lapse of time or both) a default under any material indenture Financing Facility, or instrument or other material agreement to which such Loan Party is a partyrequire termination of any Financing Facility, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) aboveconstitute a tortious interference with any Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, to result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of such Loan Party, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the extent such contraventions, conflicts, breaches or defaults aggregate could not reasonably be expected to have a Material Adverse Effect. , (biv) Such result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or any of its Subsidiaries, other than Liens permitted or created by the Loan Party has taken all necessary corporate Documents, or (v) require any approval of the Company’s or any of its Subsidiaries’ Board of Directors (or other organizationalequivalent governing body) action to executeor shareholders, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendmentapplicable, except such as have been obtained or made and are in full force and effectobtained. (dc) After As of the date hereof and giving effect to the terms of this Amendment, (i) there exists no Default or Event of Default and (ii) the representations and warranties contained in each Article III of the Loan Documents Amended Credit Agreement and in Section 2 of the Amended Guaranty are true and correct in all material respects on and as (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects), except to the date hereof as though made on and as of such date (other than any extent that such representations or and warranties that, by their terms, specifically refer to a specific an earlier date, in which case they are true and correct in all material respects (or in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such specific earlier date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party (for such Loan Party and on behalf of each other Loan Party) represents and warrants as follows: (a) In the case of the Borrower and Lightstone Holdings, it is duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by such Loan Party of its obligations this Amendment and the other documents executed and delivered in connection with this Amendment are herewith (collectively, the “Forbearance Documents”) to which such Loan Party is or is to be a party (i) are, in the case of the Borrower and Lightstone Holdings, within its such Loan Party’s corporate (or other organizational) powers, limited liability company powers and have been duly authorized by all necessary corporate or limited liability company action, as the case may be, (or other organizationalii) action and do not contravene, violate or constitute a default under (A) in the case of the Borrower and will not (i) violate any provision of its articles or Lightstone Holdings, such Loan Party’s certificate of incorporation or formation or bylaws or similar organizing limited liability company agreement, as the case may be, or governing documents (B) any requirement of law or contractual restriction binding on or affecting such Loan Party or such Loan Party’s property and (iii) will not result in or require the creation or imposition of any Lien of any nature upon or with respect to any of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law’s property. (c) No material consentauthorization, approval, authorization approval or other action by, and no notice to, or registration to or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with for the due execution, delivery and performance by such Loan Party of this Amendment, except Amendment or any of the other Forbearance Documents to which such as have been obtained Loan Party is or made and are in full force and effectis to be a party. (d) After giving effect to this Amendment, the representations This Amendment and warranties contained in each of the other Forbearance Documents to which such Loan Documents are true Party is a party constitute the legal, valid and correct in all material respects on and as of the date hereof as though made on and as binding obligations of such date Loan Party enforceable against such Loan Party in accordance with their respective terms except as enforceability may be limited by (other than any such representations i) bankruptcy, insolvency or warranties that, by their terms, refer to a specific date, in which case as similar laws affecting creditors’ rights and (ii) general principles of such specific date)equity. (e) No Default There is no pending or, to the best of such Loan Party’s knowledge, threatened action or Event proceeding against such Loan Party before any court, governmental agency or arbitrator that (i) individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of Default shall exist after giving effect to this AmendmentAmendment or the consummation of the transactions contemplated hereby.

Representations and Warranties of the Loan Parties. Each As a further inducement for WBMCF to consent to the transactions contemplated by this Agreement, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lender that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Agreement and the transactions contemplated hereby. (b) The execution and delivery of this Agreement, the Amended Senior Loan Documents and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this First Amendment or the Amended Senior Loan Documents nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with noticeprovisions of, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and constitute a default under, (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to the extent such contraventionsCertificate or Articles of Incorporation or by-laws of the Loan Parties or any law, conflictsstatute, breaches rule or defaults could not reasonably be expected regulation to have a Material Adverse Effectwhich the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This First Amendment and has the Amended Senior Loan Documents have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consentExcept for the Existing Defaults, approval, authorization no event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, Except for: (i) the representation and warranty set forth in the first sentence of Section 4.4 of the Loan Agreement; (ii) the representations and warranties contained in each with respect to the matters disclosed on revised Schedules 4.3, 4.10, 4.16 and 4.21 attached to this First Amendment; all representations and warranties of the Loan Documents are Parties in the Loan Agreement remain true and correct in all material respects as of the date hereof as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 5 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the First Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this First Amendment. (h) The Company represents and warrants that it is currently eligible to register the resale of the Warrant Shares and all Registrable Securities by Holder on a Registration Statement on Form S-3 under the Securities Act for the account of Holder (and not for or on behalf of the Company).

Representations and Warranties of the Loan Parties. Each To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to each Lender and each Agent as of the date hereof as follows: (a) The execution, delivery and performance by such Each Loan Party of its obligations in connection with has the legal power and authority to execute and deliver this Amendment are within its corporate (or other organizational) powers, and the officers of each Loan Party executing this Amendment have been duly authorized by all necessary corporate (or other organizational) action to execute and do not deliver the same and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to bind such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, respect to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effectprovisions hereof. (b) Such Loan Party This Amendment has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered this Amendment. by each Loan Party that is a party hereto. (c) This Amendment and the Credit Agreement as modified hereby (the “Amended Agreement”) each constitutes a the legal, valid and binding obligation obligations of such each Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (cd) No material consentThe execution and delivery by each Loan Party of this Amendment, approvalthe performance by each Loan Party of its obligations under the Amended Agreement and under the other Loan Documents to which it is a party and the consummation of the transactions contemplated by the Amended Agreement and the other Loan Documents: (i) do not require any consent or approval of, authorization or other action by, notice to, or registration or filing with, or any other action by, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this AmendmentAuthority, except such as have been obtained or made and are in full force and effecteffect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (ii) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (iii) will not violate or result in a default under any indenture or other agreement governing Indebtedness or any other material agreement or other instrument binding upon any Loan Party or any of its Restricted Subsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Restricted Subsidiaries and (iv) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents. (de) After giving effect to this AmendmentEach Borrower and each other Loan Party hereby reaffirms all covenants, the representations and warranties contained made by it in each of the Credit Agreement and the other Loan Documents and agrees and confirms that all such representations and warranties are true and correct in all material respects on and as of the date hereof of this Amendment as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, except for any representation and warranty made as of an earlier date, which representation and warranty remains true and correct in which case all material respects as of such specific earlier date). (ef) No Default or Event Each Borrower has caused to be conducted a thorough review of Default shall exist the terms of the Credit Agreement and the other Loan Documents and each Borrower’s and its Subsidiaries’ operations since the Effective Date and, as of the date hereof and after giving effect to this Amendmentthe terms hereof, no Default has occurred and is continuing.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows: (a) The execution, delivery and performance by such Each Loan Party (a) is duly organized or formed, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its obligations in connection with this Amendment are within its corporate incorporation or organization, (or other organizationalb) powershas all requisite power and authority and all requisite governmental licenses, have been duly authorized by all necessary corporate (or other organizational) action authorizations, consents and do not and will not approvals to (i) violate any provision of own its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, assets and carry on its business and (ii) contravene any applicable Law which is applicable to such execute, deliver and perform its obligations under this Amendment, the Amended Credit Agreement and the other Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or Documents to which it is subjecta party and (c) is duly qualified to do business and, exceptwhere applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case of clauses referred to in clause (iia) and (iiiother than with respect to any Loan Party or any Material Subsidiary), clause (b)(i) aboveor clause (c), to the extent such contraventions, conflicts, breaches or defaults that failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) Such . This Amendment has been duly executed and delivered by the duly authorized officers of the Loan Party has taken all necessary corporate (or other organizational) action to executeParties, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a the Amended Credit Agreement constitute legal, valid and binding obligation obligations of such the Loan Party, Parties and are enforceable against each the Loan Party that is party thereto Parties in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (cb) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition As of the date hereof and after giving effect to or otherwise in connection with the due execution, delivery and performance by such Loan Party terms of this Amendment, except such as have been obtained or made (i) no Default has occurred and are in full force is continuing and effect. (dii) After giving effect to this Amendment, the representations and warranties of the Loan Parties contained in each of the Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty is true and correct in all respects) on and as of the date hereof as though made on and as of such date (other than any hereof, except to the extent that such representations or and warranties that, by their terms, specifically refer to a specific an earlier date, in which case they are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty is true and correct in all respects) as of such specific earlier date). (ec) No Default Each Loan Party: (i) reaffirms and admits the validity and enforceability of the Amended Credit Agreement and the other Loan Documents and all of its Obligations thereunder; (ii) as of the date hereof, agrees and admits that it has no valid defenses to or Event offsets against any of Default shall exist after giving effect its Obligations to this Amendmentthe Administrative Agent and the Lenders under the Amended Credit Agreement and the Notes; and (iii) agrees and acknowledges that all references to the “Obligations” contained in the Loan Documents include the Obligations under the Amended Credit Agreement.

Representations and Warranties of the Loan Parties. Each Loan Party The Borrower represents and warrants as follows: (a) The execution, delivery and performance by such Loan Party the Borrower of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Partythe Borrower, (ii) contravene any applicable Law law which is applicable to such Loan Party the Borrower or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement agreement, in each case, involving an amount in excess of $1,000,000 to which such Loan Party the Borrower is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party The Borrower has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Partythe Borrower, enforceable against each Loan Party that is party thereto the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party the Borrower of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer that expressly relate to or is made expressly as of a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects with respect to or as of such specific earlier date). (e) No Default or Event of Default shall exist after After giving effect to this Amendment, no Default shall have occurred and be continuing.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) The execution, delivery and performance by such Such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Partyincorporation, (ii) contravene any applicable Law is duly qualified and is in good standing as a foreign corporation in each other jurisdiction in which is applicable it owns or leases property or in which the conduct of its business requires it to such Loan Party so qualify or be licensed, and (iii) conflict with, result in a breach of has all requisite corporate power and authority to own or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of lease and operate its properties is bound or and to which it is subjectcarry on its business as now conducted and as proposed to be conducted, except, in the case of clauses (ii) and (iii) above), to the extent that such contraventions, conflicts, breaches or defaults could failure would not be reasonably be expected likely to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due The execution, delivery and performance by such each Loan Party of this AmendmentAgreement, except the Borrowing of Advances and the incurrence of Letters of Credit are within such as Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Loan Party’s Constitutive Documents, (ii) violate any material applicable law or contractual restriction binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iii) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. (c) All authorizations or approvals and other actions by, and all notices to and filings with, any governmental authority or regulatory body or any other third party that are required to be obtained or made by the Loan Parties for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement, or for the consummation of the other transactions contemplated hereby or (ii) the exercise by the Designated Agent or any Lender of its rights under this Agreement have been duly obtained, taken, given or made and are in full force and effect. (d) After giving effect to this AmendmentThis Agreement has been duly executed and delivered by each Loan Party party hereto. This Agreement is the legal, the representations valid and warranties contained binding obligation of each Loan Party party hereto, enforceable against such Loan Party in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their accordance with its terms, refer to a specific date, in which case as of such specific date). (e) The Consolidated balance sheet of the Borrower as at June 30, 2013, and the related Consolidated statement of operations and statement of cash flow of the Borrower for the fiscal year then ended, accompanied by an opinion of Ernst & Young, independent public accountants, copies of which have been furnished to the Designated Agent, fairly present 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 generally accepted accounting principles applied on a consistent basis. Except as described in the SEC Filings prior to the Effective Date, since June 30, 2013, there has been no Material Adverse Change. (f) Neither the Information Memorandum nor any information provided or communicated by any Loan Party in connection with the syndication of the Revolving Credit Commitments prior to the Effective Date contained when made any untrue statement of a material fact or, when taken together with the public filings of the Borrower, omitted to state a material fact necessary to make the statements made therein not misleading when made; provided that, with respect to forecasts or projected financial information, each applicable Loan Party represents only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time made and at the time so furnished (it being understood that (i) such forecasts and projections are as to future events and are not to be viewed as facts, (ii) such forecasts and projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, (iii) no assurance can be given by such Loan Party that any particular forecasts or projections will be realized and (iv) actual results during the period or periods covered by any such forecasts and projections may differ significantly from the projected results and such differences may be material. (g) Except as described in the SEC Filings prior to the Effective Date, there is no action, suit, investigation known to the Borrower, litigation or proceeding affecting any Loan Party or any of their Subsidiaries, including any Environmental Action, pending or, to the best knowledge of each Loan Party, threatened before any court, governmental agency or arbitrator that would be reasonably likely to be adversely determined and if so to have a Material Adverse Effect. (h) No Default Loan Party is engaged in the business of extending credit for the purpose of purchasing or Event carrying Margin Stock, and no proceeds of Default 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. (i) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of any Loan Party or of the Reporting Group on a Consolidated basis) subject to the provisions of Section 5.02(a) or subject to any restriction contained in any agreement or instrument between any Loan Party and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(e) will be Margin Stock. (j) No Loan Party is an “investment company,” or “controlled” by an “investment company,” as such terms are defined in the U.S. Investment Company Act of 1940, as amended. (k) The Obligations of each Loan Party under this Agreement constitute unconditional general obligations of such Loan Party ranking at least pari passu with all other Senior Debt of such Loan Party, other than any Senior Debt secured by Permitted Liens. (l) The entry into and performance by the Borrower of its obligations under this Agreement is for its commercial benefit and is in its commercial interests. (i) None of the Borrower’s assets constitute property of, or are beneficially owned, directly or indirectly, by any Person targeted by economic or trade sanctions under U.S. law (“Embargoed Person”), including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq. (the “Trading With the Enemy Act”), any of the foreign assets control regulations of the Department of Treasury (31 C.F.R., Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or regulations promulgated thereunder or executive order relating thereto (which includes, without limitation, (A) Executive Order No. 13224, effective as of September 24, 2001, and relating to Blocking Property and Prohibiting Transaction With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (B) the PATRIOT Act, if the result of such ownership would be that any Advance made by any Lender would be in violation of law; (ii) no Embargoed Person has any interest of any nature whatsoever in the Borrower if the result of such interest would be that any Advance would be in violation of law; (iii) the Borrower has not engaged in business with Embargoed Persons if the result of such business would be that any Advance made by any Lender would be in violation of law; and (iv) neither the Borrower nor any Controlled Affiliate (A) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations, (B) engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person” or (C) is in violation of any Anti-Corruption Laws, except as set forth in Schedule 4.01(m). For purposes of determining whether or not a representation is true or a covenant is being complied with under this Section 4.01(m), the Borrower shall exist after giving effect not be required to this Amendmentmake any investigation into (x) the ownership of publicly traded stock or other publicly traded securities or (y) the beneficial ownership of any collective investment fund.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants on and as followsof the Third Amendment Effective Date that: (a) The executionafter giving effect to this Agreement, delivery the representations and performance by such warranties of each Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, contained in the case Loan Documents shall be true and correct in all material respects (without duplication of clauses (iiany materiality qualifier contained therein) on and (iii) aboveas of the Third Amendment Effective Date, except to the extent that such contraventions, conflicts, breaches or defaults could not reasonably be expected representations and warranties expressly relate to have a Material Adverse Effect.an earlier date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (b) Such Loan Party this Agreement has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly been duly executed and delivered by each Loan Party and this Amendment. This Amendment constitutes a Agreement, the Amended Credit Agreement, and each other Loan Document constitute legal, valid valid, and binding obligation obligations of such Loan Party, enforceable against each such Loan Party that is party thereto Parties in accordance with its their respective terms, subject to applicable except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.generally; (c) No material consentthe Security Documents and all of the Collateral described therein do, approval, authorization or other action by, notice and shall continue to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with secure the due execution, delivery and performance by such Loan Party payment of this Amendment, except such as have been obtained or made and are in full force and effect.all of the Obligations; (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist or would exist immediately before or after giving effect to this AmendmentAgreement; and (e) the execution and delivery by each Loan Party of this Agreement and the performance by each Loan Party of the Amended Credit Agreement and the Amended Guaranty and Security Agreement have been duly authorized by all necessary corporate or limited liability company action (as applicable) and do not (i) contravene the terms of any of that Person’s Governing Documents; (ii) conflict with or result in any breach or contravention of, or result in the creation of any Lien (other than Permitted Liens) under, any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or any order, injunction, writ or decree of any Governmental Authority to which such Person or its assets are subject, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) violate any provision of federal, state, or local law or regulation applicable to any Loan Party or its Domestic Subsidiaries in any respect, except, as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

Representations and Warranties of the Loan Parties. Each Loan Party party hereto represents and warrants as of the date hereof as follows: (a) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except (i) such as have been obtained or made and are in full force and effect, and (ii) those which, if not obtained or made, could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each To induce the Consenting Parties and the Existing Agent to execute and deliver this Amendment Agreement, each Loan Party represents and warrants to each of the Consenting Parties as followsof the Amendment Agreement Effective Date that: (a) The the execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment Agreement (i) are within its corporate (each Loan Party’s corporate, stockholder, partnership, limited liability company, exempted company or other organizational) powerslegal power, as applicable, and have been duly authorized by all necessary corporate (corporate, stockholder, partnership, limited liability company, exempted company or other organizationallegal actions, as applicable, required to be obtained by such Loan Party and (ii) action and do not and will not violate (iA) violate any provision of its articles law, statute, rule or certificate of incorporation or bylaws or similar organizing or governing documents of regulation applicable to such Loan Party, (iiB) contravene the certificate or articles of incorporation, memorandum and articles of association or other constitutive documents (including any applicable Law which is applicable to partnership, limited liability company or exempted company operating agreements) or by-laws of such Loan Party or (iiiC) conflict withany applicable order of any court or any law, result in a breach rule, regulation or order of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement Governmental Authority applicable to which such Loan Party is a partyParty, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.; and (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and Agreement has validly been duly executed and delivered this Amendment. This Amendment constitutes by each Loan Party and constitutes, when executed and delivered by such Loan Party, a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party that is party thereto in accordance with its terms, subject to applicable (i) the effects of bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or other similar laws affecting creditors’ rights generally and subject to generally, (ii) general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each of the Loan Party Parties represents and warrants as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Guarantor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment No. 1, and the performance by each Loan Party of the Credit Agreement, as amended hereby, and the consummation of the transactions contemplated hereby, are within its such Loan Party’s corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not contravene (i) violate its charter, by-laws or other organization documents or (ii) any provision of its articles law or certificate of incorporation contractual restriction binding on or bylaws or similar organizing or governing documents of affecting such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or approval or other action by, and no notice to, or registration to or filing with, any Governmental Authority governmental authority or regulatory body or any other Person third party is or will be required as a condition to or otherwise in connection with for the due execution, delivery and or performance by such either Loan Party of this AmendmentAmendment No. 1 or the Credit Agreement, except such as have been obtained or made and are in full force and effectamended hereby. (d) After giving effect to this AmendmentThis Amendment No. 1 has been duly executed and delivered by each Loan Party. This Amendment No. 1 and the Credit Agreement, as amended hereby, are the representations legal, valid and warranties contained binding obligations of each Loan Party, enforceable against it in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their accordance with its respective terms, refer to a specific dateexcept as enforceability may be limited by bankruptcy, in which case as insolvency or similar laws affecting the enforcement of such specific date)creditors’ rights generally. (e) No Default There is no pending or Event threatened action, suit, investigation, litigation or proceeding affecting any Loan Party before any court, governmental agency or arbitrator that purports to affect the legality, validity or enforceability of Default shall exist after giving effect to this AmendmentAmendment No. 1 or the Credit Agreement, as amended hereby.

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders, as followsof the date hereof, that: (a) 4.1. The execution, delivery and performance by such each Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents on the part of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a the legal, valid and binding obligation of the Borrower and each other Loan Party enforceable against such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ and secured parties’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 4.2. Each of the execution, delivery and performance of this Amendment by each Loan Party and the consummation of the transactions contemplated hereby (ca) No material consentdo not require any consent or approval of, approval, authorization or other action by, notice to, or registration or filing with, or any other action by, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this AmendmentAuthority, except (i) such as have been obtained or made and are in full force and effect. , and (ii) consents, approvals, registrations, filings or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Company, (c) will not violate any Requirement of Law, (d) After giving effect will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon any Company or its property, or give rise to this Amendmenta right thereunder to require any payment to be made by any Company, except for violations, defaults or the representations creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and warranties contained (e) will not result in each the creation or imposition of any Lien on any property of any Company, except Liens created by the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)Permitted Liens. (e) 4.3. No Default or Event of Default shall exist after giving effect to has occurred and is continuing under the Credit Agreement or any other Loan Document or will occur and be continuing as a result of the execution, delivery and performance of this AmendmentAmendment or the consummation of any of the other actions contemplated hereby.

Representations and Warranties of the Loan Parties. Each The Loan Party represents Parties hereby represent and warrants warrant as follows:: ​ (a) The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform this Amendment in connection herewith in accordance with its respective terms and to consummate the transactions contemplated hereby. This Amendment has been duly executed and delivered by the duly authorized officers of the Parent, the Borrower and each other Loan Party and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally. (b) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within in accordance with its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and respective terms do not and will not not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any provision of its articles Applicable Law (including all Environmental Laws) relating to the Parent, the Borrower or certificate of incorporation or bylaws or similar organizing or governing documents of such any other Loan Party, ; (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under the organizational documents of any Loan Party, or any material indenture or instrument indenture, material agreement or other material agreement instrument to which such the Parent, the Borrower or any other Loan Party is a party, party or by which it or any of its respective properties is bound may be bound; or to which it is subject, except, in the case of clauses (ii) and (iii) above, result in or require the creation or imposition of any Lien upon or with respect to the extent such contraventions, conflicts, breaches any property now owned or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such hereafter acquired by any Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver than in favor of the Administrative Agent for its benefit and perform this Amendment and has validly executed and delivered this Amendmentthe benefit of the other Lender Parties. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.​ (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition As of the date hereof and after giving effect to or otherwise in connection with the due execution, delivery and performance by such Loan Party terms of this Amendment, except such as have been obtained no Default or made Event of Default has occurred and are in full force and effect.is continuing. ​ (d) After giving effect to this Amendment, the The representations and warranties made by the Borrower in the Amended Credit Agreement or any other Loan Document or which are contained in each of the Loan Documents any certificate furnished in connection therewith are true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects) on and as of the date hereof as though if made on and as of such date (other than any such representations or warranties that, by their terms, refer except for those which expressly relate to a specific date, an earlier date in which case such representations and warranties shall be true and correct as of such specific earlier date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.. ​

Representations and Warranties of the Loan Parties. Each The Loan Party represents Parties represent and warrants warrant as follows: (a) The Borrower is a limited liability company, registered, validly existing and in good standing under the laws of Malta and has all requisite corporate power and authority, and holds all governmental licenses, permits and other approvals necessary to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted, except whether the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority and holds all governmental licenses, permits and other approvals to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted, except whether the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The Capital Stock of the Borrower is not subject to any warrant or seizure. (b) The execution, delivery and performance by such the Loan Party Parties of its obligations in connection with this Amendment the Loan Documents to which each is a party, and the consummation of the transactions contemplated hereby, are within its such Person’s corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action action, and do not and will not contravene (i) violate any provision of its articles such Person’s Constituent Documents or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene law or any applicable Law contractual restriction binding on or affecting such Person the contravention of which is applicable could reasonably be expected to such Loan Party have a Material Adverse Effect. (c) No authorization or (iii) conflict approval or other action by, and no notice to or filing with, result in a breach any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Loan Parties of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement the Loan Documents to which such Loan Party either is a party, by which it or any of its properties is bound or to which it is subject, except, other than (i) those that have already been obtained and are in the case of clauses full force and effect and (ii) and (iii) abovethose approvals, consents, exemptions, authorizations, actions, notices or filings the failure of which to the extent such contraventionsobtain, conflictstake, breaches give, or defaults make could not reasonably be expected to have a Material Adverse Effect. (bd) Such This Agreement has been, and each other Loan Document to which a Loan Party has taken all necessary corporate (or other organizational) action to executeis a party when delivered hereunder will have been, deliver and perform this Amendment and has validly duly executed and delivered this Amendmentby such Person. This Amendment constitutes Agreement is, and each other Loan Document to which a Loan Party is a party, when delivered hereunder will be, the legal, valid and binding obligation of such Loan PartyPerson, enforceable against each Loan Party that is party thereto such Person in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) The Consolidated balance sheet of the Parent and its Subsidiaries as at December 30, 2007, December 28, 2008 and January 3, 2010, and the related Consolidated statements of income and cash flows of the Parent and its Subsidiaries for the fiscal years then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to the Lender, fairly present the Consolidated financial condition of the Parent and its Subsidiaries as at such dates and the Consolidated results of the operations of the Parent and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Since January 3, 2010, there has been no Material Adverse Change. (f) Except as disclosed in Schedule 4.02(f), there is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Loan Parties or any of the Borrower’s Subsidiaries 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 any Loan Document or the consummation of the transactions contemplated thereby. (g) None of the Loan Parties or the Borrower’s Subsidiaries is 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 U.S. 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 Loan Parties and each of the Borrower’s Subsidiaries have filed, have caused to be filed or have been included in all material tax returns (national, departmental, local, municipal and foreign) required to be filed and have paid all material taxes, assessments, fees and other charges (including interest and penalties) due with respect to the years covered by such returns, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. (i) The Loan Parties and each of the Borrower’s Subsidiaries are in compliance with all applicable laws, ordinances, rules, regulations and requirements of all governmental authorities (including, without limitation, all governmental licenses, certificates, permits, franchises and other governmental authorizations and approvals necessary to the ownership of their respective properties or to the conduct of their respective businesses, Environmental Laws, and laws with respect to social security and pension fund obligations), in each case except to the extent that failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. (j) No Default income, stamp or Event other taxes (other than taxes on, or measured by, net income or net profits) or levies, imposts, deductions, charges, compulsory loans or withholdings whatsoever are or will be, under applicable law, imposed, assessed, levied or collected by any applicable jurisdiction (or any political subdivision or taxing authority thereof or therein) either (i) on or by virtue of Default shall exist after giving effect the execution or delivery of the Loan Documents or (ii) on any payment to this Amendmentbe made by the Loan Parties pursuant to the Loan Documents.

Representations and Warranties of the Loan Parties. Each The Loan Party represents Parties hereby represent and warrants warrant as follows:: ​ (a) The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform this Amendment in connection herewith in accordance with its respective terms and to consummate the transactions contemplated hereby. This Amendment has been duly executed and delivered by the duly authorized officers of the Parent, the Borrower and each other Loan Party and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally. (b) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within in accordance with its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and respective terms do not and will not not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any provision of its articles Applicable Law (including all Environmental Laws) relating to the Parent, the Borrower or certificate of incorporation or bylaws or similar organizing or governing documents of such any other Loan Party, ; (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under the organizational documents of any Loan Party, or any material indenture or instrument indenture, material agreement or other material agreement instrument to which such the Parent, the Borrower or any other Loan Party is a party, party or by which it or any of its respective properties is bound may be bound; or to which it is subject, except, in the case of clauses (ii) and (iii) above, result in or require the creation or imposition of any Lien upon or with respect to the extent such contraventions, conflicts, breaches any property now owned or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such hereafter acquired by any Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver than in favor of the Administrative Agent for its benefit and perform this Amendment and has validly executed and delivered this Amendmentthe benefit of the other Lender Parties. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.​ (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition As of the date hereof and after giving effect to or otherwise in connection with the due execution, delivery and performance by such Loan Party terms of this Amendment, except such as have been obtained no Default or made Event of Default has occurred and are in full force and effect.is continuing. ​ (d) After giving effect to this Amendment, the The representations and warranties made by the Borrower in the Amended Credit Agreement or any other Loan Document or which are contained in each of the Loan Documents any certificate furnished in connection therewith are true and correct in all material respects (or in the case of a ​ representation or warranty qualified by materiality, true and correct in all respects) on and as of the date hereof as though if made on and as of such date (other than any such representations or warranties that, by their terms, refer except for those which expressly relate to a specific date, an earlier date in which case such representations and warranties shall be true and correct as of such specific earlier date). (e; provided, that the representation set forth in the first sentence of Section 7.1(l) No Default of the Amended Credit Agreement shall exclude any event or Event of Default shall exist after giving effect circumstance resulting from the COVID-19 pandemic to this Amendment.the extent such event or circumstance has been described in the 10-Q publicly filed by the Parent on May 11, 2020. ​

Representations and Warranties of the Loan Parties. Each As a further inducement for WBMCF to consent to the transactions contemplated by this Agreement, the Loan Party represents Parties hereby represent and warrants as followswarrant to Lender that: (a) The executionLoan Parties have the requisite power and authority to execute, deliver and carry out this Agreement and the transactions contemplated hereby. (b) The execution and delivery of this Agreement, the Fifth Amendment to Senior Loan Agreement and performance the consummation by such the Loan Party Parties of its obligations in connection with this Amendment are within its corporate (the transactions contemplated hereby or other organizational) powers, have thereby has been duly authorized by all necessary corporate (or other organizational) action and do not other consents, approvals and will not the like required on the part of the Loan Parties. (c) Neither the execution and delivery by the Loan Parties of this Third Amendment or the Amended Senior Loan Documents nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Loan Parties with the terms, conditions and provisions hereof or thereof, shall: (i) violate any provision of its articles conflict with or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of the terms, conditions or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses provisions of; (ii) and constitute a default under; (iii) aboveresult in the creation of any lien, security interest, charge or encumbrance upon its capital stock or assets pursuant to (except those arising pursuant to the extent such contraventionsSecurity Agreement or the Mortgage Agreements); (iv) give any third party the right to accelerate any obligation under; (v) result in a violation of; or (vi) require any authorization, conflictsconsent, breaches approval, exemption or defaults could not reasonably be expected other action by or notice to have a Material Adverse Effectany court or administrative or governmental body pursuant to; the certificate or articles of incorporation or by-laws (or equivalent limited liability company governance documents) of the Loan Parties or any law, statute, rule or regulation to which the Loan Parties are subject, or any agreement, instrument, order, judgment or decree to which the Loan Parties are subject. (bd) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this This Third Amendment and has the Amended Senior Loan Documents have been duly and validly executed and delivered this Amendment. This Amendment constitutes a by the Loan Parties and constitute legal, valid and binding obligation obligations, and all such obligations of such the Loan Party, Parties are enforceable against each Loan Party that is party thereto in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (ce) No material consentExcept for the Existing Defaults, approval, authorization no event has occurred and is continuing and no condition exists which would constitute an Event of Default or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party Potential Event of this Amendment, except such as have been obtained or made and are in full force and effectDefault. (df) After giving effect to this Amendment, Except for: (i) the representation and warranty set forth in the first sentence of Section 4.4 of the Loan Agreement; (ii) the representations and warranties contained in each with respect to the matters disclosed on revised Schedule 4.3 (Capitalization), added Schedule 4.7 (Litigation), revised Schedule 4.10 (Subsidiaries), revised Schedule 4.12 (Absence of Undisclosed Liabilities), added Schedule 4.14 (Tax Matters) and revised Schedule 4.21 (Affiliate Transactions), attached to this Third Amendment; all representations and warranties of the Loan Documents are Parties in the Loan Agreement remain true and correct in all material respects as of the date hereof as though originally made on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist will be true and correct after giving effect to the amendments set forth in Section 5 hereof. (g) Each Loan Party represents that: (a) it has no intention to file or acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter, absent Lender’s approval of such proceeding; and (b) the period commencing on the Third Amendment Closing Date and ending on the Senior Termination Date is sufficient for such Loan Party to accomplish the commitments it has undertaken in this Third Amendment. (h) The Company represents and warrants that it is currently eligible to register the resale of the Warrant Shares and all Registrable Securities by Holder on a Registration Statement on Form S-3 under the Securities Act for the account of Holder (and not for or on behalf of the Company).

Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows: (a) The execution, delivery and performance by such Each Loan Party (a) is duly organized or formed, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its obligations in connection with this Amendment are within its corporate incorporation or organization, (or other organizationalb) powershas all requisite power and authority and all requisite governmental licenses, have been duly authorized by all necessary corporate (or other organizational) action authorizations, consents and do not and will not approvals to (i) violate any provision of own its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, assets and carry on its business and (ii) contravene any applicable Law which is applicable to such execute, deliver and perform its obligations under this Amendment, the Amended Credit Agreement and the other Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or Documents to which it is subjecta party and (c) is duly qualified to do business and, exceptwhere applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case of clauses referred to in clause (iia) and (iiiother than with respect to any Loan Party or any Material Subsidiary), clause (b)(i) aboveor clause (c), to the extent such contraventions, conflicts, breaches or defaults that failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) Such . This Amendment has been duly executed and delivered by the duly authorized officers of the Loan Party has taken all necessary corporate (or other organizational) action to executeParties, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a the Amended Credit Agreement constitute legal, valid and binding obligation obligations of such the Loan Party, Parties and are enforceable against each the Loan Party that is party thereto Parties in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (cb) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition As of the date hereof and after giving effect to or otherwise in connection with the due execution, delivery and performance by such Loan Party terms of this Amendment, (i) no Default has occurred and is continuing and (ii) each of the Specified Representations is true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty is true and correct in all respects) on and as have been obtained or made and are in full force and effect. (d) After giving effect of the date hereof, except to this Amendment, the extent that such representations and warranties contained specifically refer to an earlier date, in each of the Loan Documents which case they are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality or Material Adverse Effect or similar language, in which case such representation or warranty is true and correct in all respects) as of such earlier date (it being understood and agreed that the reference to “Incremental Term Loans on the relevant Increase Effective Date” now appearing in the definition of Specified Representations shall refer instead to any Credit Extension made on the Second Amendment Effective Date). (c) Each Loan Party: (i) reaffirms and admits the validity and enforceability of the Amended Credit Agreement and the other Loan Documents and all of its Obligations thereunder; (ii) as of the date hereof as though made on hereof, agrees and as admits that it has no valid defenses to or offsets against any of such date (other than any such representations or warranties thatits Obligations to the Administrative Agent, by their terms, refer to a specific date, in which case as of such specific date).the L/C Issuers and the Lenders under the Amended Credit Agreement and the Notes; and (eiii) No Default or Event of Default shall exist after giving effect agrees and acknowledges that all references to this Amendmentthe “Obligations” contained in the Loan Documents include the Obligations under the Amended Credit Agreement.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment and the transactions contemplated hereby (i) are within the authority and legal right of the Borrower and its corporate Subsidiaries, (or other organizationalii) powers, have been duly authorized by all necessary corporate proceedings, (or other organizationaliii) action and do not and will not (i) violate conflict with or result in any breach or contravention of any provision of its articles law, statute, rule or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement regulation to which such Loan Party is a party, by which it the Borrower or any of its properties Subsidiaries is bound subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower or any of its Subsidiaries which it is subjectwould have a materially adverse effect on the business, exceptassets or financial condition of the Borrower or the Borrower and its Subsidiaries, in the case of clauses (ii) taken as a whole and (iiiiv) abovedo not conflict with any provision of the charter or the by-laws or limited liability company agreement, to as applicable, or any agreement or any instrument binding upon, the extent such contraventions, conflicts, breaches Borrower or defaults could not reasonably be expected to have a Material Adverse Effectany of its Subsidiaries. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver The execution and perform delivery of this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, will result in valid and legally binding obligation obligations of such Loan Party, enforceable against the Borrower and each Loan Party Subsidiary that is a party thereto hereto enforceable in accordance with its termsthe respective terms and provisions hereof and thereof, subject to applicable except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights generally and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to general principles the discretion of equity, regardless of whether considered in a the court before which any proceeding in equity or at lawtherefor may be brought. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due The execution, delivery and performance by such Loan Party the Borrower and each Subsidiary of this AmendmentAmendment and the transactions contemplated hereby do not require the Borrower or any of such Subsidiaries to obtain the approval or consent of, to make a filing with, or to perform or obtain the performance of any other act by or in respect of any governmental agency or authority, except such (i) as have been obtained or made and are in full force and effect, (ii) the exercise of certain rights under the Loan Documents may require the consent of the FCC or actions be taken in compliance with the Securities Act of 1933, as amended, or other applicable law and (iii) those the failure of which to obtain or make would not have a materially adverse effect on the rights and remedies of the Agent or Banks under any Loan Document. (d) After giving effect There are no actions, suits, proceedings or investigations of any kind pending or, to the Borrower’s knowledge, threatened against the Borrower or any of its Subsidiaries before any court, tribunal or administrative agency or board which question the validity of this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date (other than Amendment or any such representations action taken or warranties that, by their terms, refer to a specific date, in which case as of such specific date)be taken pursuant hereto. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each In order to induce SBCC and the Lenders to enter into this Amendment and to amend the Loan Party represents and warrants Security Agreement in the manner provided herein, the Company, WQD and each of the Borrowers represent and warrant to SBCC and the Lenders that: (i) all of the representations and warranties contained in the Loan and Security Agreement are true and correct in all material respects as follows: of the date hereof except to the extent such representations and warranties relate to an earlier date, in which case they are true as of such date, (aii) The after giving effect to this Amendment, no Default or Event of Default exists, (iii) the Company and each Borrower has all requisite corporate power and authority to enter into this Amendment and the Loan and Security Agreement as amended hereby and to perform its obligations thereunder, (iv) the execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, and the Loan and Security Agreement as amended hereby have been duly and effectively authorized by all necessary corporate action on the part of the Company and each Borrower, (or other organizationalv) action the execution, delivery and do not performance of this Amendment and the Loan and Security Agreement as amended hereby will not (i) violate any provision of its articles charter, by-law or certificate of incorporation contract provision, or bylaws any license, franchise or similar organizing permit, law, statute, regulation order or governing documents of such Loan Partydecree, (iivi) contravene any applicable Law which is applicable to such the execution, delivery and performance of this Amendment and the Loan Party or (iii) and Security Agreement as amended hereby will not conflict with, result in a breach of or constitute (with notice, due notice or lapse of time or both) a default under any material indenture of the Financing Agreements or instrument Obligations of the Company or any of the Borrowers, result in or require the creation of or imposition of any lien, charge, security interest or encumbrance upon any of the properties or assets of any Loan Party under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which such Loan Party is a party, party or by which it such Loan Party or any of its properties is property may be bound or affected (other than liens created pursuant to the Financing Agreements), (vii) no order, decree or judgment of or in any court of competent jurisdiction makes the execution, delivery or performance of this Amendment or the Loan and Security Agreement as amended hereby illegal and no action, suit, or proceeding shall be pending or threatened or any investigation by any governmental or regulatory authority shall have been commenced which it is subjectcould result in any such order, exceptdecree or judgment, in the case of clauses (ii) and (iiiviii) aboveno authorization, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approvalor approval of, authorization or other action by, notice to, or registration or filing with, any Governmental Authority public body or other Person authority of the United States or any State thereof which has not already been made or obtained is or will be required as a condition to or otherwise in connection with for the due execution, delivery and or performance by such Loan Party of this Amendment, except such as have been obtained Amendment or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on Security Agreement as amended hereby and as no authorization, consent or approval of the date hereof as though made on and as of such date (other than any such representations or warranties thatthird party, by their termswhich has not been obtained, refer to a specific date, in which case as of such specific date)is required with respect thereto. (e) No Default or Event of Default shall exist after giving effect to this Amendment.

Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: (a) Each of the Borrower and its Subsidiaries is a corporation, or in the case of KTUL LLC, KATV LLC and Capitol News Company, LLC, a limited liability company, duly organized, validly existing and in good standing under the laws of the its state of formation or incorporation. (b) The execution, delivery and performance by such of this Amendment and the other Loan Party Documents, as amended hereby, to which the Borrower or any of its obligations in connection with this Amendment Subsidiaries is or is to become a party and the transactions contemplated hereby and thereby (i) are within the authority and legal right of the Borrower and its corporate Subsidiaries, (or other organizationalii) powers, have been duly authorized by all necessary corporate proceedings, (or other organizationaliii) action and do not and will not (i) violate conflict with or result in any breach or contravention of any provision of its articles law, statute, rule or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement regulation to which such Loan Party is a party, by which it the Borrower or any of its properties Subsidiaries is bound subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower or any of its Subsidiaries which it is subjectwould have a materially adverse effect on the business, exceptassets or financial condition of the Borrower or the Borrower and its Subsidiaries, in the case of clauses (ii) taken as a whole and (iiiiv) abovedo not conflict with any provision of the charter or the by-laws or limited liability company agreement, to as applicable, or any agreement or any instrument binding upon, the extent such contraventions, conflicts, breaches Borrower or defaults could not reasonably be expected to have a Material Adverse Effectany of its Subsidiaries. (bc) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver The execution and perform delivery of this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes the other Loan Documents, as amended hereby, to which the Borrower or any of its Subsidiaries is or is to become a legal, party will result in valid and legally binding obligation obligations of the Borrower and each such Loan Party, Subsidiary enforceable against each Loan Party that is party thereto in accordance with its termsthe respective terms and provisions hereof and thereof, subject to applicable except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ ' rights generally and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to general principles the discretion of equity, regardless of whether considered in a the court before which any proceeding in equity or at lawtherefor may be brought. (cd) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due The execution, delivery and performance by such Loan Party the Borrower and its Subsidiaries of this AmendmentAmendment and the other Loan Documents, except as amended hereby, to which the Borrower or any such as have been Subsidiary is or is to become a party and the transactions contemplated hereby and thereby do not require the Borrower or any of its Subsidiaries to obtain the approval or consent of, to make a filing with, or to perform or obtain the performance of any other act by or in respect of any governmental agency or authority other than those already obtained or made performed, and are in full force and effect. (d) After giving effect to this Amendment, except that the representations and warranties contained in each exercise of certain rights under the Loan Documents are true and correct in all material respects on and as may require the consent of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date)FCC. (e) No Default There are no actions, suits, proceedings or Event investigations of Default shall exist after giving effect any kind pending or, to the Borrower's knowledge, threatened against the Borrower or any of its Subsidiaries before any court, tribunal or administrative agency or board that, if adversely determined are reasonably likely to in the aggregate, materially adversely affect the properties, assets, financial condition or business of the Borrower and its Subsidiaries, taken as a whole or materially impair the right of the Borrower and its Subsidiaries, taken as a whole, to carry on business substantially as now conducted by them, or result in any substantial liability not adequately covered by insurance, or for which adequate reserves are not maintained on the consolidated balance sheet of the Borrower, or which question the validity of this AmendmentAmendment or any of the other Loan Documents, as amended hereby, or any action taken or to be taken pursuant hereto or thereto.