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

Representations and Warranties of the Obligors. Each Obligor for itself represents as follows: (a) The execution, delivery and performance by such Obligor of this Amendment has been duly authorized by all necessary corporate action and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such date. (d) No Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsTo induce the Bank to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), the Obligors represent and warrant to the Bank that: (a) The this Amendment has been duly authorized, executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Obligors enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (b) the Forbearance Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Obligors enforceable against them in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; and (c) the execution, delivery and performance by such Obligor the Obligors of this Amendment (i) has been duly authorized by all necessary requisite corporate action and action, (ii) does not and will not (i) require any the consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision ofof law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or require (3) any filingprovision of any material indenture, registrationagreement or other instrument to which it is a party or by which its properties or assets are or may be bound, consent or approval underincluding, any lawwithout limitation, rulethe Subordinated Note and Warrant Purchase Agreement dated as of July 23, regulation1998 in the principal amount of $30,000,000 for 11.28% Senior Subordinated Notes due July 23, order2006 and Common Stock Purchase Warrants, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (ivB) result in a breach of, cause a lien to arise under, or constitute (along or with due notice or lapse of time or both) a default or require under any consent underindenture, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure instrument referred to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition in clause (financial or otherwiseiii)(A)(3) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amendedSection 4(c). (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such date. (d) No Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsmakes the following representations and warranties to the Manager all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The executionSuch Obligor is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) Such Obligor’s execution and delivery of, performance under, and performance by such Obligor of compliance with this Amendment has been duly authorized by all necessary corporate action and does not and Agreement, will not (i) require any consent or approval of violate such Obligor’s shareholders; organizational documents or constitute a default (iior an event which, with notice or lapse of time, or both, would constitute a default) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision under, or result in a breach of, any agreement or require any filing, registration, consent other instrument to which it is a party or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligorby which it is bound, except where such violation violation, breach or failure to file would default in such Obligor’s good faith and reasonable judgment, is not reasonably be expected likely to have a material adverse effect on the condition (financial or otherwise) of such Obligor or affect materially and adversely either the ability of such Obligor to perform its obligations with respect to under this Amendment Agreement or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement financial condition of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amendedObligor. (bc) Such Obligor has the full power and authority to own its Tenant Site Assets, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Amendment and the Reimbursement Agreement, as amended herebyassuming the due authorization, constitute execution and delivery by each of the legalother parties hereto, valid constitutes a valid, legal and binding obligations obligation of such Obligor, enforceable against such Obligor in accordance with their respective termsthe terms hereof, except subject to the extent that such enforcement may be limited by (i) applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by (ii) general principles of equity. (c) The representations and warranties contained , regardless of whether such enforcement is considered in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete a proceeding in all material respects on and as of the date hereof as though made on and as of such date. (d) No Default equity or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated herebyat law. (e) There has been no material adverse change Such Obligor is not in the condition (financial violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or otherwise) decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, except such Obligor or violation, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to affect materially and adversely either the ability of each such Obligor to perform its obligations with respect under this Agreement or the financial condition of such Obligor. (f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Obligor of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or that, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to materially and adversely affect either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor. (g) No litigation is pending or, to the Reimbursement Obligor’s Knowledge, threatened against such Obligor that, if determined adversely to such Obligor, would prohibit such Obligor from entering into this Agreement as amended hereby since or that, in such Obligor’s good faith and reasonable judgment, is reasonably likely to materially and adversely affect either the date ability of such Obligor to perform its obligations under this Agreement or the last financial statements furnished to the Lenderscondition of such Obligor.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the other Obligors hereby represents and warrants to the Agent and each Lender that as followsof the First Amendment Effective Date: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and each Obligor party hereto and constitutes the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not and will not (i) require conflict with, or constitute a violation or breach of, the terms of (A) any consent contract, mortgage, lease, agreement, indenture, or approval instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor’s shareholders; Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) violate result in the imposition of any provisions Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the Constituent Documents foregoing; (b) no Default or Event of such Obligor; Default has occurred and is continuing or would occur, in each case, immediately prior to and after giving effect to this Amendment and the First Amendment to Term Loan Credit Agreement; (iiic) violate any provision ofno approval, consent, exemption, authorization, or require any filingother action by, registrationor notice to, consent or approval underfiling with, any lawGovernmental Authority or other Person is necessary or required in connection with the execution, ruledelivery or performance by, regulationor enforcement against, order, writ, judgment, injunction, decree, determination Holdings or award presently in effect having applicability to and binding upon such Obligor, except any of its Restricted Subsidiaries of this Amendment other than where such violation or failure to file obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (d) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or and the Reimbursement First Amendment to Term Loan Credit Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties of Holdings and each of its Restricted Subsidiaries contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof First Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the Guarantors hereby represents and warrants to the Agent and each Lender that as followsof the First Amendment Effective Date: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and each Obligor party hereto and constitutes the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not and will not (i) require conflict with, or constitute a violation or breach of, the terms of (A) any consent contract, mortgage, lease, agreement, indenture, or approval instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor’s shareholders; Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) violate result in the imposition of any provisions Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the Constituent Documents foregoing; (b) no Default or Event of such Obligor; Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment and the First Amendment to ABL Credit Agreement; (iiic) violate any provision ofno approval, consent, exemption, authorization, or require any filingother action by, registrationor notice to, consent or approval underfiling with, any lawGovernmental Authority or other Person is necessary or required in connection with the execution, ruledelivery or performance by, regulationor enforcement against, order, writ, judgment, injunction, decree, determination Holdings or award presently in effect having applicability to and binding upon such Obligor, except any of its Restricted Subsidiaries of this Amendment other than where such violation or failure to file obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (d) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or and the Reimbursement First Amendment to ABL Credit Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties of the Borrower and each of the other Obligors contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof First Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each To induce the Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Obligor for itself represents as followsand warrants to the Noteholders that: (a) The this Amendment has been duly authorized, executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the Note Purchase Agreement, as amended by this Amendment (including, without limitation, the acknowledgement and agreement of the Obligors set forth in the last sentence of Section 7.1(l) of the Note Purchase Agreement, after taking into account this Amendment), constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (c) the execution, delivery and performance by such Obligor of this Amendment (i) has been duly authorized by all necessary requisite corporate action and and, if required, shareholder action, (ii) does not and will not (i) require any the consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision ofof law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or require (3) any filingprovision of any indenture, registrationagreement or other instrument to which it is a party or by which its properties or assets are or may be bound, consent or approval underincluding, without limitation, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Credit Agreement, as amended; or (ivB) result in a breach of, cause a lien to arise under, or constitute (alone or with due notice or lapse of time or both) a default or require under any consent underindenture, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure instrument referred to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition in clause (financial or otherwiseiii)(A)(3) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.Section 3(c); and (bd) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on after giving effect to this Amendment and as of such date. (d) No the Transaction Facilities Amendments, defined below, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and which is continuing or will result from the signing of this Amendment or the transactions contemplated herebycontinuing. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Obligor for itself represents and warrants as follows: (a) Each Document 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 property and to carry on its business as now conducted and as proposed to be conducted is subject to civil and commercial law with respect to its Obligations. Neither any Document Party nor any of its properties or revenues is entitled to any right of immunity in any applicable jurisdiction from suit, court jurisdiction, judgment, attachment (whether before or after judgment), set-off or execution of a judgment or from any other legal process or remedy relating to its Obligations (to the extent such suit, court jurisdiction, judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted or exist). (b) The execution, delivery and performance by each Document Party of each Loan Document to which it is a party are within such Obligor of this Amendment has Document Party’s corporate powers, have been duly authorized by all necessary corporate action action, and does not and will do not (i) require any consent contravene such Document Party’s charter or approval of such Obligor’s shareholders; bylaws, as applicable, (ii) violate any provisions law, rule, regulation (including, without limitation, Regulation T, U and X of the Constituent Documents Board of such Obligor; Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) violate any provision conflict with or result in the breach of, or constitute a default or require any filing, registration, consent or approval payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Document Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any Collateral. No Document Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently or in effect having applicability to and binding upon breach of any such Obligorcontract, except where such loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or failure to file would not breach of which could reasonably be expected to result in a Material Adverse Effect. (c) Except as the same have been obtained or made and are in full force and effect or have been made or to be made in connection with the Collateral Documents, no Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Document Party of any Loan Document to which it is or is to be a material adverse effect on party, (ii) the condition grant by any Document Party of the Liens granted by it pursuant to the Collateral Documents, (financial iii) the perfection or otherwisemaintenance of the Liens created under the Collateral Documents (including the priority thereof) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement the exercise by the Administrative Agent or any other agreement Lender Party of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on its rights under the condition (financial or otherwise) of such Obligor Loan Documents or the ability remedies in respect of such Obligor the Collateral pursuant to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amendedCollateral Documents. (bd) This Amendment Agreement has been, and the Reimbursement Agreementeach other Loan Document when delivered hereunder will have been, as amended herebyduly authorized, constitute executed and delivered by each Document Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligations obligation of such Obligoreach Document Party party thereto, enforceable against such Obligor Document Party in accordance with their respective its terms, except subject to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by subject to general principles of equity. (c) The representations and warranties contained , regardless of whether considered in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete a proceeding in all material respects on and as of the date hereof as though made on and as of such date. (d) No Default equity or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated herebyat law. (e) There is no action, suit, investigation, litigation or proceeding affecting any Document Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any Governmental Authority or arbitrator that (i) as to which there is a reasonable possibility of adverse determination and that if adversely determined, could reasonably be expected to result in 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 material adverse change in the condition (status, or financial effect on any Document Party or otherwise) any of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date Subsidiaries, of the last financial statements furnished to the LendersDisclosed Litigation from that described on Schedule II hereto.

Representations and Warranties of the Obligors. Each Section 2.1. To induce the Noteholders to execute and deliver this First Amendment, each Obligor for itself jointly and severally hereby represents as followsand warrants to the Noteholders that: (a) Each Group Member (i) is duly organized, incorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (ii) has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified to do business in, and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of, each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for where failure to do so could not reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Obligor has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to enter into and perform the First Amendment. Each Obligor has taken all necessary organizational action to authorize the execution, delivery and performance of this First Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this First Amendment, except consents, authorizations, filings, notices and other acts that have been obtained or made and are in full force and effect. This First Amendment has been duly executed and delivered on behalf of each Obligor party thereto. This First Amendment constitutes a legal, valid and binding obligation of each Obligor party thereto, enforceable against each such Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (c) The execution, delivery and performance by such the applicable Obligor of this First Amendment has been duly authorized by all necessary corporate action and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions Requirement of the Constituent Documents of such Obligor; (iii) violate Law, any provision ofindenture, agreement or other instrument binding on an Obligor or its assets, or require any filing, registration, consent or approval under, Governing Document of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would could not reasonably be expected to have a material adverse effect on the condition Material Adverse Effect, and (financial or otherwiseii) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) will not result in a breach of, cause a lien to arise underin, or constitute a default require, the creation or require imposition of any consent underLien on any of their respective properties or revenues pursuant to any such indenture, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such dateinstrument. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Obligors of this First Amendment. It is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in the United States or the Netherlands, as applicable, of this First Amendment that this First Amendment or any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped with any stamp, registration or similar transaction tax that may be required in connection with admissibility into evidence. (e) As of the date hereof, both before and after giving effect to this First Amendment, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated herebycontinuing. (ef) There No lender under any agreement or other evidence of Indebtedness of the Obligors, including but not limited to any Material Debt Facility, has been no material adverse change received any collateral or consideration in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations connection with respect any amendments that are substantially similar to the Reimbursement Agreement as amended hereby since the date amendments set forth in Section 1 of the last financial statements furnished to the Lendersthis First Amendment.

Representations and Warranties of the Obligors. Each Obligor for itself of the Obligors represents as followsand warrants to the Purchaser that: (a) After giving effect to this Amendment, the representations and warranties contained in Section 3 of the Existing Purchase Agreement are true in all material respects on and as of the date hereof to the same extent as if made on and as of the date hereof except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true in all material respects as of such earlier date. (b) The execution, delivery and performance by such Obligor each of the Obligors of this Amendment has are within their respective corporate powers and have been duly authorized by all necessary corporate action and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions on the part of the Constituent Documents board of such directors and stockholders of each respective Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) . This Amendment has been duly executed and delivered by each of the Reimbursement Agreement, as amended hereby, constitute Obligors and is the legal, valid and binding obligations obligation of such each Obligor, enforceable against such Obligor that Obligor, in accordance with their respective its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ ' rights generally and by general principles of equity. (c) The representations Neither the execution and warranties contained in Article IV delivery by each of the Reimbursement Agreement (as amended by Obligors of this Amendment) are true, correct nor the fulfillment of or compliance with the terms and complete provisions hereof, will conflict with, or result in all material respects on and as a breach or violation of the date hereof as though made terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on and as any properties or assets of any Obligor pursuant to, the Organizational Documents of such dateObligor or any contract, agreement, mortgage, indenture, lease or instrument to which such Obligor is a party or by which it is bound or to which any of its assets are subject, or any statute, ordinance, law, rule, regulation, order, writ, judgment, injunction, decree or award to which such Obligor or any of its assets are subject. (d) No Default consent, approval or Event authorization of Default as described or declaration, registration or filing with any Governmental Authority or any nongovernmental Person, including, without limitation, any creditor or stockholder of any Obligor, is required in Article VI of connection with the Reimbursement Agreement has occurred and is continuing execution or will result from the signing delivery by such Obligor of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of performance by such Obligor or the ability of each Obligor to perform its obligations with respect hereunder, or as a condition to the Reimbursement Agreement as amended hereby since the date legality, validity or enforceability of the last financial statements furnished to the Lendersthis Amendment or any provision hereof.

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsA. In order to induce the Original Lender, the Original Collateral Agent, the New Lender and the New Collateral Agent to enter into this Agreement, the Obligors represent and warrant, jointly and severally, to the Original Lender, the Original Collateral Agent, the New Lender and the New Collateral Agent that the following statements are true and correct: (ai) Each Obligor has full power, authority and legal right to enter into this Agreement and perform its obligations under this Agreement. (ii) The execution, delivery transactions contemplated by this Agreement are within each Obligor’s corporate powers and performance by such Obligor of this Amendment has have been duly authorized by all necessary corporate or other organizational action and does not and will not (i) require any consent or approval and, if required, by all necessary holders of the Equity Interests of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; . (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to This Agreement has been duly executed and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such delivered by each Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations obligation of such Obligor, enforceable against such Obligor in accordance with their respective its terms, except to the extent that as such enforcement enforceability may be limited by applicable (x) bankruptcy, insolvency and other insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights generally and by (y) the application of general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (civ) The representations and warranties contained in Article IV of the Reimbursement transactions contemplated by this Agreement (1) do not require any Governmental Approval of, registration or filing with, or any other action by, any Governmental Authority or any Person, except for such as amended by this Amendmenthave been obtained or made and are in full force and effect, (2) are truewill not violate (x) any Law or any order of any Governmental Authority, correct and complete in all material respects on and as of the date hereof as though made on and as of other than any such date. (d) No Default violations that, individually or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition aggregate, could not reasonably be expected to have a Material Adverse Effect, or (financial or otherwisey) the Organic Documents of such any Obligor or its Subsidiaries, (3) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Obligor or its Subsidiaries or assets in any material respect, or give rise to a right thereunder to require any payment to be made by any such Person, and (4) will not result in the ability creation or imposition of each any Lien (other than Permitted Liens) on any asset of any Obligor to perform or its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the LendersSubsidiaries.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the Guarantors hereby represents and warrants to the Agent and each Lender that as followsof the Fifth Amendment Effective Date: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and each Obligor party hereto and constitutes the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not and will not (i) require conflict with, or constitute a violation or breach of, the terms of (A) any consent contract, mortgage, lease, agreement, indenture, or approval instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor’s shareholders; Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) violate result in the imposition of any provisions Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the Constituent Documents foregoing; (b) no Default or Event of such Obligor; Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment; (iiic) violate any provision ofno approval, consent, exemption, authorization, or require any filingother action by, registrationor notice to, consent or approval underfiling with, any lawGovernmental Authority or other Person is necessary or required in connection with the execution, ruledelivery or performance by, regulationor enforcement against, order, writ, judgment, injunction, decree, determination Holdings or award presently in effect having applicability to and binding upon such Obligor, except any of its Restricted Subsidiaries of this Amendment other than where such violation or failure to file obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (d) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or Amendment, the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties of the Borrower and each of the other Obligors contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Fifth Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsTo induce the Agent, the Collateral Agent, the Letter of Credit Issuer, the Swingline Lender and Lenders party hereto to enter into this Agreement, each of the Borrower, Holdings and Manufacturing hereby represent and warrant to the Agent, the Collateral Agent, the Letter of Credit Issuer, the Swingline Lender and each Lender that: (a) The Each of the Borrower, Holdings and Manufacturing has the corporate power and authority, and the legal right, to execute, delivery and perform this Agreement. Each of the Borrower, Holdings and Manufacturing has taken all necessary corporate action to authorize the execution, delivery and performance, as applicable, of this Agreement. This Agreement has been duly executed and delivered on behalf of the Borrower, Holdings and Manufacturing. Upon its execution, this Agreement constitutes a legal, valid and binding obligation of each of the Borrower, Holdings and Manufacturing, enforceable against each of the Borrower, Holdings and Manufacturing in accordance with its terms. Holdings’ and each Obligor’s execution, delivery and performance by of this Agreement does not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing. (b) No Default or Event of Default has occurred and is continuing or would occur, in each case, after giving effect to this Agreement. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment has been duly authorized by all necessary corporate action and does not and will not Agreement, other than (i) require any consent those that have been obtained or approval of such Obligor’s shareholders; made and are in full force and effect and (ii) violate where failure to obtain, effect or make any provisions of the Constituent Documents of such Obligor; (iii) violate any provision ofapproval, consent, exemption, authorization, or require any filingother action, registration, consent notice or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file filing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amendedMaterial Adverse Effect. (bd) This Amendment and the Reimbursement After giving effect to this Agreement, as amended hereby, constitute the legal, valid representations and binding obligations warranties of such Obligor, enforceable against such Obligor the Borrower and each of the other Obligors contained in accordance with their respective termsthe Credit Agreement and each other Loan Document are true and correct in all material respects, except to the extent that such enforcement may be limited by applicable bankruptcyrepresentation and warranty expressly relates to an earlier date, insolvency in which case such representation or warranty shall have been true and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such earlier date. , except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects (d) No Default or Event of Default except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersearlier date).

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsTo induce the Agent, the Collateral Agent, the Letter of Credit Issuer, the Swingline Lender and Lenders party hereto to enter into this Agreement, each of the Borrower, Holdings and Manufacturing hereby represent and warrant to the Agent, the Collateral Agent, the Letter of Credit Issuer, the Swingline Lender and each Lender that: (a) Each of the Borrower, Holdings and Manufacturing has the corporate power and authority, and the legal right, to execute, delivery and perform this Agreement. Each of the Borrower, Holdings and Manufacturing has taken all necessary corporate action to authorize the execution, delivery and performance, as applicable, of this Agreement. This Agreement has been duly executed and delivered on behalf of the Borrower, Holdings and Manufacturing. Upon its execution, this Agreement constitutes a legal, valid and binding obligation of each of the Borrower, Holdings and Manufacturing, enforceable against each of the Borrower, Holdings and Manufacturing in accordance with its terms. Holdings’ and each Obligor’s execution, delivery and performance of this Agreement does not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing. (b) The execution, delivery and performance by such Obligor of this Amendment has been duly authorized by all necessary corporate action and Agreement does not violate any Organization Document of any Obligor. (c) No Default or Event of Default has occurred and will not is continuing or would occur, in each case, after giving effect to this Agreement. (d) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement, other than (i) require any consent those that have been obtained or approval of such Obligor’s shareholders; made and are in full force and effect and (ii) violate where failure to obtain, effect or make any provisions of the Constituent Documents of such Obligor; (iii) violate any provision ofapproval, consent, exemption, authorization, or require any filingother action, registration, consent notice or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file filing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amendedMaterial Adverse Effect. (be) This Amendment and the Reimbursement After giving effect to this Agreement, as amended hereby, constitute the legal, valid representations and binding obligations warranties of such Obligor, enforceable against such Obligor the Borrower and each of the other Obligors contained in accordance with their respective termsthe Credit Agreement and each other Loan Document are true and correct in all material respects, except to the extent that such enforcement may be limited by applicable bankruptcyrepresentation and warranty expressly relates to an earlier date, insolvency in which case such representation or warranty shall have been true and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such earlier date. ), except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects (d) No Default or Event of Default except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersearlier date).

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the Guarantors hereby represents and warrants to the Agent and each Lender that as followsof the Fourth Amendment Effective Date: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and each Obligor party hereto and constitutes the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not and will not (i) require conflict with, or constitute a violation or breach of, the terms of (A) any consent contract, mortgage, lease, agreement, indenture, or approval instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor’s shareholders; Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) violate result in the imposition of any provisions Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the Constituent Documents foregoing; (b) no Default or Event of such Obligor; Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment; (iiic) violate any provision ofno approval, consent, exemption, authorization, or require any filingother action by, registrationor notice to, consent or approval underfiling with, any lawGovernmental Authority or other Person is necessary or required in connection with the execution, ruledelivery or performance by, regulationor enforcement against, order, writ, judgment, injunction, decree, determination Holdings or award presently in effect having applicability to and binding upon such Obligor, except any of its Restricted Subsidiaries of this Amendment other than where such violation or failure to file obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (d) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or Amendment, the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties of the Borrower and each of the other Obligors contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Fourth Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsTo induce the Agent and Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and Manufacturing hereby represent and warrant to the Agent and each Lender that: (a) The each of the Borrower, Holdings and Manufacturing has the power and authority to execute, deliver and perform this Amendment. Each of the Borrower, Holdings and Manufacturing has taken all necessary corporate or limited liability action to authorize the execution, delivery and performance, as applicable, of this Amendment. This Amendment has been duly executed and delivered on behalf of the Borrower, Holdings and Manufacturing. Upon its execution, this Amendment constitutes a legal, valid and binding obligation of each of the Borrower, Holdings and Manufacturing, enforceable against each of the Borrower, Holdings and Manufacturing in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance by such Obligor of this Amendment has been duly authorized by all necessary corporate action and does not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing; (b) no Default or Event of Default has occurred and will not is continuing or would occur, in each case, after giving effect to this Amendment; (c) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment, other than (i) require any consent those that have been obtained or approval of such Obligor’s shareholders; made and are in full force and effect and (ii) violate where failure to obtain, effect or make any provisions of the Constituent Documents of such Obligor; (iii) violate any provision ofapproval, consent, exemption, authorization, or require any filingother action, registration, consent notice or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (d) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or Amendment, the Reimbursement Agreement, as amended; or representations and warranties of the Borrower and each of the other Obligors contained in the Credit Agreement and each other Loan Document are true and correct in all material respects (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcyrepresentation and warranty expressly relates to an earlier date, insolvency in which case such representation or warranty shall have been true and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such earlier date. ), except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects (d) No Default or Event of Default except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersearlier date).

Representations and Warranties of the Obligors. Each In order to induce the Lender to enter into this Amendment, each Obligor for itself hereby represents as followsand warrants that: (a) Such Obligor (i) is a company or corporation duly organized, validly existing without limitation of its corporate existence and in good standing under the laws of its jurisdiction of organization and (ii) has adequate power and authority and legal right to own or hold under lease the properties it purports to own or to hold under lease and to carry on the business in which it is engaged or presently proposes to engage. Such Obligor has adequate power and authority to enter into this Amendment and to perform its obligations under the Agreement as amended hereby. (b) The execution, execution and delivery and performance by such Obligor of this Amendment has and the performance by such Obligor of its obligations in respect of the Agreement as amended hereby have been duly authorized by all necessary corporate action on the part of such Obligor and does do not and will not (i) require contravene any consent or approval of such Obligor’s shareholders; (ii) violate any provisions provision of the Constituent Documents of such Obligor; , (ii) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under or, except as contemplated by the Agreement, result in the creation or imposition of any Lien pursuant to the terms of any, mortgage, indenture, deed of trust, security agreement, pledge agreement, charge or other instrument to which such Obligor or any of its respective property is bound, (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, governmental rule, regulation, order, writ, judgment, injunction, decree, determination order or award presently in effect having applicability decree of any court or administrative agency or governmental officer applicable to and binding upon such Obligor, except where such violation (iv) require any waiver, consent or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial other action by any governmental or otherwise) regulatory authority or by any trustee or holder of any Indebtedness or obligations of such Obligor or (v) require the ability approval of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations shareholders of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations This Amendment has been duly executed and warranties contained in Article IV of delivered by such Obligor and this Amendment and the Reimbursement Agreement (as amended by this Amendment) are true, correct hereby constitutes a valid and complete in all material respects on and as of the date hereof as though made on and as legally binding obligation of such dateObligor enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) No Default or Event The Parent and such Obligor have heretofore furnished to the Lender accurate and complete financial data and other information based on its operations in previous years, and said financial data furnished to the Lender is accurate and complete and fairly presents the financial position and the results of Default as described in Article VI of operations for the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated herebyperiod indicated therein. (e) There has been no material adverse change in the condition (condition, financial or otherwise) , of the Parent or such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last most recent financial statements furnished statement and no Default or Event of Default exists with respect to such Obligor. (f) There are no legal or arbitral proceedings, or any proceedings by or before any governmental or regulatory authority or agency, now pending or (to the Lendersknowledge of such Obligor) threatened against the Parent or such Obligor that are reasonably likely (either individually or in the aggregate) to have a material adverse effect on the condition, financial or otherwise, of the Parent or such Obligor. (g) Such Obligor is in compliance with laws, regulations and orders of any governmental agency or authority applicable to it or its Properties and all indentures, agreements and other instruments binding upon it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on its condition, financial or otherwise.

Representations and Warranties of the Obligors. Each Section 2.1. To induce the Noteholders to execute and deliver this Amendment, each Obligor for itself jointly and severally hereby represents as followsand warrants to the Noteholders that: (a) Each Group Member (i) is duly organized, incorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (ii) has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified to do business in, and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of, each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for where failure to do so could not reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Obligor has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to enter into and perform this Amendment. Each Obligor has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except consents, authorizations, filings, notices and other acts that have been obtained or made and are in full force and effect. This Amendment has been duly executed and delivered on behalf of each Obligor party thereto. This Amendment constitutes a legal, valid and binding obligation of each Obligor party thereto, enforceable against each such Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (c) The execution, delivery and performance by such the applicable Obligor of this Amendment has been duly authorized by all necessary corporate action and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions Requirement of the Constituent Documents of such Obligor; (iii) violate Law, any provision ofindenture, agreement or other instrument binding on an Obligor or its assets, or require any filing, registration, consent or approval under, Governing Document of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would could not reasonably be expected to have a material adverse effect on the condition Material Adverse Effect, and (financial or otherwiseii) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) will not result in a breach of, cause a lien to arise underin, or constitute a default require, the creation or require imposition of any consent underLien on any of their respective properties or revenues pursuant to any such indenture, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such dateinstrument. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Obligors of this Amendment. It is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in the United States or the Netherlands, as applicable, of this Amendment that this Amendment or any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped with any stamp, registration or similar transaction tax that may be required in connection with admissibility into evidence. (e) As of the date hereof, both before and after giving effect to this Amendment, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated herebycontinuing. (ef) There has been no material adverse change Other than the consideration given by Parent Company or its affiliate to (i) the lenders in connection with amending and restating the condition Principal Credit Facility on February 15, 2024 and (financial or otherwiseii) of such Obligor or the ability of each Obligor to perform its obligations noteholders in connection with respect the Second Amendment to the Reimbursement Agreement as amended hereby since 2021 NPA on or about the date of this Amendment, no lender under any agreement or other evidence of Indebtedness of the last financial statements furnished Obligors, including but not limited to any Material Debt Facility, has received any collateral or consideration in connection with any amendments that are substantially similar to the Lendersamendments set forth in Section 1 of this Amendment.

Representations and Warranties of the Obligors. Each Section 3.1. To induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), each Obligor for itself represents as followsand warrants to the Noteholders that: (a) The this First Amendment has been duly authorized, executed and delivered by it and this First Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Obligors enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligations, contracts and agreement of FDSI enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (c) the execution, delivery and performance by such Obligor it of this First Amendment (i) has been duly authorized by all necessary requisite corporate action and and, if required, shareholder action, (ii) does not and will not (i) require any the consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision ofof law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or require (3) any filingprovision of any material indenture, registrationagreement or other instrument to which it is a party or by which its properties or assets are or may be bound, consent or approval underincluding, any lawwithout limitation, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; Bank Credit Agreement or (ivB) result in a breach of, cause a lien to arise under, or constitute (alone or with due notice or lapse of time or both) a default or require under any consent underindenture, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.instrument; (bd) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such date. (d) No after giving effect to this First Amendment, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and which is continuing or will result from the signing of this Amendment or the transactions contemplated hereby.continuing; and (e) There it has been no material adverse change received and is in the condition (financial possession of an indicative rating of its long-term unsecured debt of BBB- or otherwise) greater from S&P and Baa3 or greater from Xxxxx’x, and such letters from each of Xxxxx’x and S&P confirming such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersratings remain in full force and effect.

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsIn order to induce the Lender to enter into this Agreement, and in recognition of the fact that the Lender is acting in reliance thereupon, the Obligors hereby covenant, represent and warrant to the Lender that: (a) The execution, delivery and performance by such Obligor of this Amendment has been duly authorized by all necessary corporate action and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions Each of the Constituent Documents of such Obligor; (iii) violate any provision of, Obligors is duly incorporated or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreementorganized, as amended; applicable, validly existing and in good standing under the laws of their respective states of incorporation or (iv) result organization, and has the power and authority and the legal right to own and operate its property, to lease the property it operates, and to conduct the business in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amendedwhich it is currently engaged. (b) Each of the Obligors has the power and authority to enter into, deliver, issue and perform all of their obligations under this Agreement. This Amendment and the Reimbursement Agreement, as amended herebywhen duly executed and delivered on behalf of each Obligor, will constitute the legal, valid and binding obligations of such each Obligor, enforceable against such Obligor it in accordance with their respective its terms, except subject to the extent that such enforcement may be limited by applicable bankruptcy, insolvency insolvency, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally generally, and by subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity. (c) Other than those already obtained or that shall be obtained simultaneously with the effectiveness of this Agreement, no consent or authorization of, filing with, or act by or in respect of any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. The representations execution, delivery and warranties contained in Article IV performance of the Reimbursement this Agreement (as amended i) has been duly authorized by this Amendmentall necessary action, where applicable, (ii) are truewill not violate any requirement of law or any contractual obligation of any Obligor, correct and complete in all material respects (iii) will not result in, or require, the creation or imposition of any lien on and as any of the date hereof as though made on and as its or his properties or revenues pursuant to any requirement of such datelaw or contractual obligation. (d) No Default information, financial statement, exhibit or Event report furnished by the Obligors to the Lender in connection with the negotiation of, or pursuant to, this Agreement contains any material misstatement of Default as described fact, omits to state a material fact, or omits any fact necessary to make the statements contained therein, in Article VI light of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated herebycircumstances in which they were made, not misleading. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Lender to enter into this Agreement, each Obligor, jointly and severally, represents and warrants to the Lender that, on and as follows: of the Effective Date and as of each date as required by Section 3.02(c)(i): (a) The each Obligor is a duly organized and existing corporation, and the Borrower is duly authorized to borrow hereunder, and each Obligor is duly authorized to enter into, deliver and perform the Loan Documents to which it is a party, each of which constitutes a valid and binding obligation of such Obligor, enforceable in accordance with its terms, except as such enforcement may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and general principles of equity, (b) none of the execution and delivery of the Loan Documents, any borrowing by the Borrower hereunder, or the performance by any Obligor of its obligations under the Loan Documents to which it is a party will violate any Requirement of Law or any agreement, indenture, note or other instrument binding upon such Obligor or any of its subsidiaries, or its certificate of incorporation or by-laws or other constitutional documents or give cause for acceleration of any indebtedness of such Obligor or any of its subsidiaries, (c) no authority from or approval by any Governmental Authority is required in connection with the validity of and the execution, delivery and performance by such Obligor of this Amendment the Loan Documents or any borrowing hereunder, (d) the consolidated balance sheet of Sonus Corp. as of January 31, 2001 and the related consolidated statements of income and cash flows for the period then ended, all of which has been duly authorized heretofore furnished to the Lender, are complete and correct and fairly present the financial condition and results of operations of Sonus Corp. and its consolidated subsidiaries as at such date and since such date there has been no material adverse change in the condition (financial or otherwise), business, results of operations or prospects of Sonus Corp. and its subsidiaries, taken as a whole, from that reflected in said financial statements, (e) since January 31, 2001, there has been no change or development which could be reasonably expected to have a material adverse effect on the condition (financial or otherwise), business, results of operations or prospects of Sonus Corp. and its subsidiaries taken as a whole, or the ability of the Obligors to perform their obligations under the Loan Documents, (f) there are no actions, suits or proceedings pending against or, to the knowledge of any Obligor, threatened against or affecting, any Obligor or any of their subsidiaries, in any court or before or by any Governmental Authority, agency or instrumentality, an adverse decision in which could materially and adversely affect the condition (financial or otherwise), business, results of operations or prospects of the Obligors or the ability of the Obligors to perform their obligations under the Loan Documents, (g) the Obligors and each of their subsidiaries are in compliance in all necessary corporate action material respects with all Requirements of Law (including, without limitation, Environmental Laws and does not the Employee Retirement Income Security Act of 1974, as amended, or any successor statute), (h) all information heretofore furnished by any Obligor or its Affiliates to the Lender for purposes of or in connection with the Loan Documents and any transaction contemplated thereby is, and all information hereafter furnished by any Obligor or its Affiliates to the Lender will not be, true and accurate in all material respects on the date as of which such information is stated or certified, (i) require any consent all material Federal, state and local tax returns, reports and statements required to be filed by or approval on behalf of Sonus Corp. and its subsidiaries have been filed with the appropriate governmental agencies in all jurisdictions in which such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision ofreturns, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability reports and statements are required to and binding upon such Obligorbe filed, except where such violation or the failure to so file would could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, results of operations or prospects of Sonus Corp. and its subsidiaries, taken as a whole, and all taxes (including real property taxes) of such and other charges shown to be due and payable have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof, except in cases where (i) the applicable Obligor or the ability of subsidiary is contesting in good faith such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; assessment or (ivii) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or the failure to obtain consent or approval would pay such assessment could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, results of operations or prospects of Sonus Corp. and its subsidiaries, taken as a whole, (j) none of such the Obligors or any of their subsidiaries holds any capital stock, evidence of indebtedness or other securities (including any warrant or option or other right to acquire any of the foregoing) of, or has made any loans or advances to, guaranteed any obligations of, or made any investment or any other interest in, any other Person, or has purchased or otherwise acquired (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except for the investments set forth on Schedule 4.01(j), (k) none of the Obligors or any of their subsidiaries has any Debt or contingent obligations except for those set forth on Schedule 4.01(k), (l) the obligations of the Obligors under the Loan Documents are not subject to any defense, set-off or counterclaim by the Borrower or any other Obligor or the ability of such Obligor to perform any circumstance whatsoever which might constitute a legal or equitable discharge from its obligations with thereunder, (m) no Obligor or any of its property has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of Canada or other relevant jurisdiction in respect of its obligations under the Loan Documents to this Amendment or which it is a party, (n) the Reimbursement Agreement, as amended. (b) This Amendment and Loan Documents are in proper legal form under the Reimbursement Agreement, as amended hereby, constitute laws of Canada for the legal, valid and binding obligations of such Obligor, enforceable against such Obligor enforcement thereof in accordance with their respective termsterms against the Obligors under such laws, except (o) to ensure the extent that such enforcement may be limited by applicable bankruptcylegality, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained validity, enforceability or admissibility into evidence in Article IV Canada of the Reimbursement Agreement Loan Documents, it is not necessary that the Loan Documents or any other document be filed or recorded with any Governmental Authority in Canada, and (as amended p) it is not necessary in order for the Lender to enforce any rights or remedies under the Loan Documents or solely by this Amendment) are true, correct and complete in all material respects on and as reason of the date hereof as though made on execution, delivery and as of such date. (d) No Default or Event of Default as described in Article VI performance by any Obligor of the Reimbursement Agreement has occurred and is continuing Loan Documents that the Lender be licensed or will result from the signing of this Amendment qualified with any Governmental Authority in Canada, or the transactions contemplated herebybe entitled to carry on business in Canada. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the Guarantors hereby represents and warrants to the Agent and each Lender that as followsof the Second Amendment Effective Date: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and each Obligor party hereto and constitutes the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not and will not (i) require conflict with, or constitute a violation or breach of, the terms of (A) any consent contract, mortgage, lease, agreement, indenture, or approval instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor’s shareholders; Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) violate result in the imposition of any provisions Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the Constituent Documents foregoing; (b) no Default or Event of such Obligor; Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment and the Second Amendment to ABL Credit Agreement; (iiic) violate any provision ofno approval, consent, exemption, authorization, or require any filingother action by, registrationor notice to, consent or approval underfiling with, any lawGovernmental Authority or other Person is necessary or required in connection with the execution, ruledelivery or performance by, regulationor enforcement against, order, writ, judgment, injunction, decree, determination Holdings or award presently in effect having applicability to and binding upon such Obligor, except any of its Restricted Subsidiaries of this Amendment other than where such violation or failure to file obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (d) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or and the Reimbursement Second Amendment to ABL Credit Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties of the Borrower and each of the other Obligors contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Second Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and Manufacturing hereby represents as followsand warrants to the Agent and each Lender that: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and does not each Obligor party hereto and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against such Obligor it in accordance with their respective its terms, except subject to the extent that such enforcement may be limited by applicable effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not (i) conflict with, or constitute a violation or breach of, the terms of (A) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) result in the imposition of any Lien (other than the Liens created by general principles the Security Documents) upon the property of equity.Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing; (b) no Default or Event of Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment; (c) The no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Holdings or any of its Restricted Subsidiaries of this Amendment other than where failure to obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a Material Adverse Effect; and (d) after giving effect to this Amendment, the representations and warranties of the Borrower and each of the other Obligors contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Third Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Section 2.1. To induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), each Obligor for itself represents as followsand warrants to the Noteholders that: (a) The this First Amendment has been duly authorized, executed and delivered by the Obligors and this First Amendment constitutes the legal, valid and binding obligation of the Obligors enforceable against the Obligors in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the Note Purchase Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation of the Obligors enforceable against the Obligors in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by such Obligor the Obligors of this First Amendment (i) has been duly authorized by all necessary requisite corporate action and and, if required, shareholder action, (ii) does not and will not (i) require any the consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; governmental or regulatory body or agency and (iii) will not (A) violate (1) any provision ofof law, statute, rule or regulation or either Obligor’s certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon either Obligor, or require (3) any filingprovision of any indenture, registrationmortgage, consent deed of trust, loan, purchase or approval undercredit agreement, lease, shareholders agreement or any law, rule, regulation, order, writ, judgment, injunction, decree, determination other agreement or award presently in effect having applicability instrument to and binding upon such Obligorwhich either Obligor or any Subsidiary is bound or by which either Obligor or any Subsidiary or any of their respective properties may be bound or affected, except where such violation or failure to file as would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement AgreementMaterial, as amended; or (ivB) result in a breach of, cause a lien to arise under, or constitute (alone or with due notice or lapse of time or both) a default or require under any consent underindenture, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure instrument referred to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition in clause (financial or otherwiseiii)(A)(3) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.Section 2.1(c); (bd) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such date. (d) No after giving effect to this First Amendment, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and which is continuing or will result from the signing of this Amendment or the transactions contemplated hereby.continuing; (e) There neither the Obligors nor any of their Affiliates has been no material adverse change paid or agreed to pay any fees or other consideration, or given any additional security or collateral, or shortened the maturity or average life of any Indebtedness or permanently reduced any borrowing capacity, in each case, in favor of or for the condition (financial benefit of any creditor of either Obligor, any Subsidiary or otherwise) of such Obligor any Affiliate, in connection with the changes contemplated by or the ability of each Obligor to perform its obligations with respect similar in nature to the Reimbursement Agreement as amended changes in this First Amendment; (f) the Subsidiary Guaranty is hereby since ratified and confirmed by the date of Subsidiary Guarantors; and (g) the last financial statements furnished to Parent Guaranty is hereby ratified and confirmed by the LendersParent Guarantor.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the Guarantors hereby represents and warrants to the Agent and each Lender that as followsof the Third Amendment Effective Date: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and each Obligor party hereto and constitutes the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not and will not (i) require conflict with, or constitute a violation or breach of, the terms of (A) any consent contract, mortgage, lease, agreement, indenture, or approval instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor’s shareholders; Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) violate result in the imposition of any provisions Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the Constituent Documents foregoing; (b) no Default or Event of such Obligor; Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment and the Third Amendment to ABL Credit Agreement; (iiic) violate any provision ofno approval, consent, exemption, authorization, or require any filingother action by, registrationor notice to, consent or approval underfiling with, any lawGovernmental Authority or other Person is necessary or required in connection with the execution, ruledelivery or performance by, regulationor enforcement against, order, writ, judgment, injunction, decree, determination Holdings or award presently in effect having applicability to and binding upon such Obligor, except any of its Restricted Subsidiaries of this Amendment other than where such violation or failure to file obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (d) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or and the Reimbursement Third Amendment to ABL Credit Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties of the Borrower and each of the other Obligors contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Third Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and Manufacturing hereby represents as followsand warrants to the Agent and each Lender that: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and does not each Obligor party hereto and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against such Obligor it in accordance with their respective its terms, except subject to the extent that such enforcement may be limited by applicable effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not (i) conflict with, or constitute a violation or breach of, the terms of (A) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) result in the imposition of any Lien (other than the Liens created by general principles the Security Documents) upon the property of equity.Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing; (b) The execution, delivery and performance of this Amendment does not violate any Organization Document of any Obligor; (c) The no Default or Event of Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment; (d) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Holdings or any of its Restricted Subsidiaries of this Amendment other than where failure to obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a Material Adverse Effect; and (e) after giving effect to this Amendment, the representations and warranties of the Borrower and each of the other Obligors contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Fourth Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Section 2.1. To induce the Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Obligor for itself represents as followsand warrants to the Noteholders that: (a) The this Amendment has been duly authorized, executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the Note Purchase Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (c) the execution, delivery and performance by such Obligor of this Amendment (i) has been duly authorized by all necessary requisite corporate action and and, if required, shareholder action, (ii) does not and will not (i) require any the consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision ofof law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or require (3) any filingprovision of any indenture, registrationagreement or other instrument to which it is a party or by which its properties or assets are or may be bound, consent or approval underincluding, without limitation, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Credit Agreement, as amended; or (ivB) result in a breach of, cause a lien to arise under, or constitute (alone or with due notice or lapse of time or both) a default or require under any consent underindenture, any note, indenture or loan or agreement or any other agreement instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); (d) as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing; and (e) all of the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on and as of the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective termsdate hereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained expressly relate solely to an earlier date or due solely as a result of actions taken by the Obligors in Article IV of accordance with the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such date. (d) No Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change covenants set forth in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the LendersNote Purchase Agreement.

Representations and Warranties of the Obligors. Each To induce the Noteholders to execute and deliver this Amendment, each Obligor for itself represents as followsand warrants to the Noteholders that: (a) The executionthis Amendment has been duly authorized, executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the Note Purchase Agreement constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (c) the execution and delivery of this Amendment and the performance by such Obligor of this Amendment has and the Note Purchase Agreement (i) have been duly authorized by all necessary requisite corporate action and does and, if required, shareholder action, (ii) do not and will not (i) require any the consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision ofof law, statute, rule or regulation or its certificate of incorporation, bylaws or other constitutive document, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or require (3) any filingprovision of any indenture, registrationagreement or other instrument to which it is a party or by which its properties or assets are or may be bound, consent or approval underincluding, without limitation, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Credit Agreement, as amended; or (ivB) result in a breach of, cause a lien to arise under, or constitute (alone or with due notice or lapse of time or both) a default or require under any consent underindenture, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure instrument referred to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition in clause (financial or otherwiseiii)(A)(3) of such Obligor or this Section 3(c); (d) as of the ability of such Obligor to perform its obligations with respect date hereof after giving effect to this Amendment and the amendments to the Transaction Facilities referred to in Section 4(b), no Default or the Reimbursement Agreement, as amended.Event of Default has occurred which is continuing; (be) This Amendment all of the representations and warranties contained in Section 5 of the Reimbursement AgreementNote Purchase Agreement are true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality, Material Adverse Effect or similar language in the text thereof) with the same force and effect as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against if made by such Obligor in accordance with their respective termson and as of the date hereof, except to the extent that such enforcement may be limited representations and warranties expressly relate solely to an earlier date or due solely as a result of actions taken by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity.the Obligors in accordance with the covenants set forth in the Note Purchase Agreement; and (cf) no fee or other consideration has been or will be paid to any party to any of the amendments referred to in Section 4(a) or Section 4(b) hereof as consideration for the execution thereof, except (i) for the fees identified in Section 4(e), the fee payable to the holders of the Series A Notes under (and as defined in) the 2012 NPA under Section 4(f) of the tenth amendment thereto being executed on the date hereof, (ii) a fee equivalent to the fee identified in Section 4(e) payable to the holders of the 2012 Notes and (iii) a fee of .20% (20 basis points) of (A) the aggregate commitments under the 2013 Revolving Credit Agreement and the 2015 Revolving Credit Agreement and (B) the aggregate principal amount outstanding under the 2015 Term Loan Agreement, in each case payable to the lenders under the 2013 Revolving Credit Agreement, the 2015 Revolving Credit Agreement and the 2015 Term Loan Agreement, as applicable. The representations and warranties contained set forth in Article IV this Section 3 shall survive the execution and delivery of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such date. (d) No Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Obligor for itself represents as follows: Section 2.1. To induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Obligors jointly and severally represent and warrant to the Noteholders that: (a) The execution, delivery and performance by such Obligor of this First Amendment has been duly authorized authorized, executed and delivered by all necessary corporate action each Obligor and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this First Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations obligation, contract and agreement of such Obligor, each Obligor enforceable against such Obligor in accordance with their respective its terms, except to the extent that such as enforcement may be limited by applicable bankruptcy, insolvency and other insolvency, reorganization, moratorium or similar laws affecting or equitable principles relating to or limiting creditors’ rights generally and by general principles of equity. generally; (cb) The representations and warranties contained in Article IV of the Reimbursement Agreement (Note Purchase Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation, contract and agreement of each Obligor enforceable against such Obligor in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (c) are truethe execution, correct delivery and complete in all material respects on and as performance by each of the date hereof as though made on and as of such date. (d) No Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing Obligors of this First Amendment or the transactions contemplated hereby. (ei) There has been no material adverse change in duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the condition consent or approval of any governmental or regulatory body or agency and (financial iii) will not (A) violate (1) any provision of law, statute, rule or otherwiseregulation or such Obligor’s certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon such Obligor or the ability (3) any provision of each any material indenture, agreement or other instrument to which such Obligor to perform is a party or by which its obligations properties or assets are or may be bound, including, without limitation, under any Material Credit Facility, or (B) result in a breach or constitute (alone or with respect to the Reimbursement Agreement as amended hereby since the date due notice or lapse of the last financial statements furnished to the Lenders.time

Representations and Warranties of the Obligors. Each Obligor for itself represents To induce the Agent and the Note Purchasers to enter into this Amendment No. 1, the Obligors represent and warrant, jointly and severally, to the Agents and the Note Purchasers as followsfollows as of the Execution Date and the Secondary Closing Date: (a) This Amendment No. 1, the Note Purchase Agreement as amended hereby, and the other Note Purchase Documents to which any Obligor is a party have been duly authorized, executed and delivered and constitute legal, valid and binding obligations of each such Obligor party thereto enforceable against each such Obligor in accordance with its terms. The executionissuance of the Additional Notes by the Issuer has been duly authorized and the Additional Notes constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms. (b) Neither the execution or delivery and performance by such each Obligor of this Amendment has been duly authorized No. 1, nor performance by all necessary corporate action any of them of this Amendment No. 1 and does not and will not the Note Purchase Agreement, nor the issuance of the Additional Notes shall (i) require any consent or approval of contravene such Obligor’s shareholders; charter or bylaws, (ii) violate any provisions law, rule, regulation (including, without limitation, Regulation X of the Constituent Documents Board of such Obligor; Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) violate any provision conflict with or result in the breach of, or require any filing, registration, consent or approval constitute a default under, any loan agreement, indenture, mortgage, deed of trust, or material contract, lease or other instrument binding on or affecting any Obligor, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Note Purchase Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Obligor or any of its Subsidiaries. No Obligor or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently or in effect having applicability to and binding upon breach of any such Obligorcontract, except where such loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or failure to file would not breach of which could be reasonably be expected likely to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equityMaterial Adverse Effect. (c) The representations and warranties contained in Article IV of the Reimbursement Note Purchase Agreement (as amended by this Amendment) 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 respects) on and as of the date hereof as though if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct as of such 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) No Prior to and after giving effect to this Amendment No. 1, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and or is continuing or will result from the signing of this Amendment or the transactions contemplated herebycontinuing. (e) There has been no material adverse change After giving effect to this Amendment No. 1, the Collateral Documents continue to create a valid first priority security interest in the condition (financial Collateral, securing the payment of the Secured Obligations, and assuming that all filings delivered to the Collateral Agent on or otherwisebefore the Closing Date have been duly filed in accordance with the provisions of 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 continue to be perfected. The Obligors 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 Note Purchase Documents. (f) After giving effect to this Amendment No. 1, the Guaranties in favor of the Secured Parties, granted pursuant to the Note Purchase Documents, shall continue to be valid and enforceable against the respective Subsidiary Guarantors thereunder. (g) Each Obligor is and, after giving effect to the transactions contemplated hereby (including, without limitation, the issuance of the Additional Notes), 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 Amendment No. 1 or the ability of each Obligor other Note Purchase Documents with the intent to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date hinder, delay, or defraud either present or future creditors of the last financial statements furnished to the LendersParent and its Subsidiaries.

Representations and Warranties of the Obligors. Each To induce the Noteholders to execute and deliver this Amendment, each Obligor for itself represents as followsand warrants to the Noteholders that: (a) The executionthis Amendment has been duly authorized, executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the Note Purchase Agreement constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (c) the execution and delivery of this Amendment and the performance by such Obligor of this Amendment has and the Note Purchase Agreement (i) have been duly authorized by all necessary requisite corporate action and does and, if required, shareholder action, (ii) do not and will not (i) require any the consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision ofof law, statute, rule or regulation or its certificate of incorporation, bylaws or other constitutive document, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or require (3) any filingprovision of any indenture, registrationagreement or other instrument to which it is a party or by which its properties or assets are or may be bound, consent or approval underincluding, without limitation, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Credit Agreement, as amended; or (ivB) result in a breach of, cause a lien to arise under, or constitute (alone or with due notice or lapse of time or both) a default or require under any consent underindenture, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure instrument referred to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition in clause (financial or otherwiseiii)(A)(3) of such Obligor or this Section 3(c); (d) as of the ability of such Obligor to perform its obligations with respect date hereof after giving effect to this Amendment and the amendments to the Transaction Facilities referred to in Section 4(b), no Default or the Reimbursement Agreement, as amended.Event of Default has occurred which is continuing; (be) This Amendment all of the representations and warranties contained in Section 5 of the Reimbursement AgreementNote Purchase Agreement are true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality, Material Adverse Effect or similar language in the text thereof) with the same force and effect as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against if made by such Obligor in accordance with their respective termson and as of the date hereof, except to the extent that such enforcement may be limited representations and warranties expressly relate solely to an earlier date or due solely as a result of actions taken by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity.the Obligors in accordance with the covenants set forth in the Note Purchase Agreement; and (cf) no fee or other consideration has been or will be paid to any party to any of the amendments referred to in Section 4(a) or Section 4(b) hereof as consideration for the execution thereof, except for (i) the fees identified in Section 4(e) and Section 4(f), (ii) a fee equivalent to the fee identified in Section 4(e) payable to the holders of the 2015 Notes and (iii) a fee of .20% (20 basis points) of (A) the aggregate commitments under the 2013 Revolving Credit Agreement and the 2015 Revolving Credit Agreement and (B) the aggregate principal amount outstanding under the 2015 Term Loan Agreement, in each case payable to the lenders under the 2013 Revolving Credit Agreement, the 2015 Revolving Credit Agreement and the 2015 Term Loan Agreement, as applicable. The representations and warranties contained set forth in Article IV this Section 3 shall survive the execution and delivery of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such date. (d) No Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsTo induce the Agent, the Collateral Agent, the Letter of Credit Issuer, the Swingline Lender and Lenders party hereto to enter into this Agreement, each of the Borrower, Holdings and Manufacturing hereby represent and warrant to the Agent, the Collateral Agent, the Letter of Credit Issuer, the Swingline Lender and each Lender that: (a) The each of the Borrower, Holdings and Manufacturing has the corporate power and authority, and the legal right, to execute, delivery and perform this Agreement. Each of the Borrower, Holdings and Manufacturing has taken all necessary corporate action to authorize the execution, delivery and performance, as applicable, of this Agreement. This Agreement has been duly executed and delivered on behalf of the Borrower, Holdings and Manufacturing. Upon its execution, this Agreement constitutes a legal, valid and binding obligation of each of the Borrower, Holdings and Manufacturing, enforceable against each of the Borrower, Holdings and Manufacturing in accordance with its terms. Holdings’ and each Obligor’s execution, delivery and performance by of this Agreement does not (x) conflict with, or constitute a violation or breach of, the terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries or (c) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (y) result in the imposition of any Lien (other than Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing; (b) no Default or Event of Default has occurred and is continuing or would occur, in each case, after giving effect to this Agreement; (c) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment has been duly authorized by all necessary corporate action and does not and will not Agreement, other than (i) require any consent those that have been obtained or approval of such Obligor’s shareholders; made and are in full force and effect and (ii) violate where failure to obtain, effect or make any provisions of the Constituent Documents of such Obligor; (iii) violate any provision ofapproval, consent, exemption, authorization, or require any filingother action, registration, consent notice or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (d) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result the representations and warranties of the Borrower and each of the other Obligors contained in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any the Credit Agreement and each other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a Loan Document are true and correct in all material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective termsrespects, except to the extent that such enforcement may be limited by applicable bankruptcyrepresentation and warranty expressly relates to an earlier date, insolvency in which case such representation or warranty shall have been true and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such earlier date. , except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects (except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all respects as of such earlier date). By executing this Agreement and making the representations and warranties set forth herein, each of the Borrower, Holdings and Manufacturing is certifying that the conditions set forth in clauses (c) and (d) No Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing Section 2 of this Amendment or the transactions contemplated herebyAgreement have been satisfied. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsSECTION 2.1. To induce the Noteholders to execute and deliver this Sixth Amendment (which representations shall survive the execution and delivery of this Sixth Amendment), the Obligors, jointly and severally, represent and warrant to the Noteholders that: (a) The execution, delivery and performance by such Obligor of this Sixth Amendment has been duly authorized authorized, executed and delivered by all necessary corporate action each Obligor and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions of this Sixth Amendment constitutes the Constituent Documents of such Obligor; (iii) violate any provision oflegal, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to valid and binding upon such Obligorobligation, contract and agreement of each Obligor enforceable against it in accordance with its terms, except where such violation as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or failure similar laws or equitable principles relating to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.limiting creditors' rights generally; (b) This Amendment and the Reimbursement AgreementNote Purchase Agreements, as amended herebyby this Sixth Amendment, constitute the legal, valid and binding obligations obligations, contracts and agreements of such Obligor, the Obligors enforceable against such Obligor them in accordance with their respective terms, except to the extent that such as enforcement may be limited by applicable bankruptcy, insolvency and other insolvency, reorganization, moratorium or similar laws affecting or equitable principles relating to or limiting creditors’ ' rights generally and by general principles of equity.generally; (c) The the execution, delivery and performance by the Obligors of this Sixth Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which any Obligor is a party or by which any Obligor's properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in CLAUSE (III)(A)(3) of this SECTION 2.1(C); (d) as of the date hereof and after giving effect to this Sixth Amendment, no Default or Event of Default has occurred which is continuing; (e) all the representations and warranties contained in Article IV Section 5 of the Reimbursement Agreement Note Purchase Agreements (as amended by this Amendmentother than those contained in Sections 5.3, 5.3(a), 5.3(b) and 5.9) are true, true and correct and complete in all material respects with the same force and effect as if made by the Obligors on and as of the date hereof as though made on (other than any representation and warranty that expressly relates to a specified earlier date, which was true and correct in all material respects as of such date.); PROVIDED, THAT, notwithstanding any reference in Sections 5.3(c) and 5.3(d) of the Note Purchase Agreements to the Restricted Subsidiaries listed on Schedule 5.3 to the Note Purchase Agreements, the representations and warranties hereby made by the Obligors with reference to Sections 5.3(c) and 5.3(d) of the Note Purchase Agreements shall relate to the Restricted Subsidiaries existing on the date hereof; (df) No Default or Event of Default as described the statements and information furnished to the Noteholders in Article VI of connection with the Reimbursement Agreement has occurred and is continuing or will result from the signing negotiation of this Amendment do not, taken as a whole, and other than financial projections or forecasts, contain any untrue statements of a material fact or omit a material fact necessary to make the transactions contemplated hereby.material statements contained herein or therein not misleading, the Noteholders acknowledging that as to any projections furnished to the Noteholders, the Obligors and the Constituent Company Guarantors only represent that the same were prepared on the basis of information and estimates the Obligors believed to be reasonable; and (eg) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations all tax returns with respect to any income tax or other material tax required to be filed by the Reimbursement Agreement as amended hereby since Obligors and the date Restricted Subsidiaries in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees and other governmental charges upon the Obligors or the Restricted Subsidiaries or upon any of their respective properties, income or franchises, which are shown to be due and payable in such returns, have been paid. The Obligors do not know of any proposed additional tax assessment against the Obligors or any Restricted Subsidiary for which adequate provision in accordance with GAAP has not been made. Adequate provisions in accordance with GAAP for taxes on the books of the last financial statements furnished to the LendersObligors and each Restricted Subsidiary have been made for all open years, and for its current fiscal period.

Representations and Warranties of the Obligors. Each Section 2.1. To induce the Noteholders to execute and deliver this Third Amendment, each Obligor for itself hereby represents as followsand warrants to the Noteholders that: (a) The it is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) this Third Amendment has been duly authorized, executed and delivered byi t; (c) the Note Agreement, as amended by this Third Amendment, constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the execution, delivery and performance by such Obligor of this Third Amendment has been duly authorized by all necessary corporate action and does not and will not (i) require contravene, result in any consent breach of, or approval constitute a default under, or result in the creation of such Obligor’s shareholders; any Lien in respect of any property of the Company, the Parent Guarantor or any Significant Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum of association, articles of association, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company, the Parent Guarantor or any Significant Subsidiary is bound or by which the Company, the Parent Guarantor or any Significant Subsidiary or any of their respective properties may be bound or affected, (ii) violate conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Constituent Documents of such Obligor; Company, the Parent Guarantor or any Significant Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, the Parent Guarantor or any Significant Subsidiary; (e) no consent, approval or authorization of, or require any filing, registration, consent filing or approval underdeclaration with, any lawGovernmental Authority is required in connection with the execution, rule, regulation, order, writ, judgment, injunction, decree, determination delivery or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on performance by the condition (financial or otherwise) of such Obligor Company or the ability Parent Guarantor of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.Third Amendment; (bf) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on hereof, both before and as of such date. (d) No after giving effect to this Third Amendment, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing continuing; and (g) no lender under any agreement or will result from other evidence of Indebtedness of the signing Obligors, including but not limited to any Material Credit Facility, has received any collateral or consideration in connection with any amendments that are substantially similar to the amendments set forth in Section 1 of this Third Amendment or in excess of the transactions contemplated hereby. consideration paid to the Noteholders under Section 3.1(d) hereof, except that the lenders under the Revolving Credit Agreement shall have received an amendment fee equal to 0.05% (e) There has been no material adverse change in the condition (financial or otherwisefive basis points) of such Obligor or the ability commitment of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenderslender.

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsSection 2.1. To induce the Noteholders to execute and deliver this Fifth Amendment (which representations shall survive the execution and delivery of this Fifth Amendment), the Obligors, jointly and severally, represent and warrant to the Noteholders that: (a) The execution, delivery and performance by such Obligor of this Fifth Amendment has been duly authorized authorized, executed and delivered by all necessary corporate action each Obligor and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions of this Fifth Amendment constitutes the Constituent Documents of such Obligor; (iii) violate any provision oflegal, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to valid and binding upon such Obligorobligation, contract and agreement of each Obligor enforceable against it in accordance with its terms, except where such violation as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or failure similar laws or equitable principles relating to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.limiting creditors' rights generally; (b) This Amendment and the Reimbursement AgreementNote Purchase Agreements, as amended herebyby this Fifth Amendment, constitute the legal, valid and binding obligations obligations, contracts and agreements of such Obligor, the Obligors enforceable against such Obligor them in accordance with their respective terms, except to the extent that such as enforcement may be limited by applicable bankruptcy, insolvency and other insolvency, reorganization, moratorium or similar laws affecting or equitable principles relating to or limiting creditors’ ' rights generally and by general principles of equity.generally; (c) The the execution, delivery and performance by the Obligors of this Fifth Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which any Obligor is a party or by which any Obligor's properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); (d) as of the date hereof and after giving effect to this Fifth Amendment, no Default or Event of Default has occurred which is continuing; (e) all the representations and warranties contained in Article IV Section 5 of the Reimbursement Agreement Note Purchase Agreements (as amended by this Amendmentother than those contained in Sections 5.3, 5.4(a), 5.4(b) and 5.9) are true, true and correct and complete in all material respects with the same force and effect as if made by the Obligors on and as of the date hereof as though made on (other than any representation and warranty that expressly relates to a specified earlier date, which was true and correct in all material respects as of such date.); provided, that, notwithstanding any reference in Sections 5.4(c) and 5.4(d) of the Note Purchase Agreements to the Restricted Subsidiaries listed on Schedule 5.4 to the Note Purchase Agreements, the representations and warranties hereby made by the Obligors with reference to Sections 5.4(c) and 5.4(d) of the Note Purchase Agreements shall relate to the Restricted Subsidiaries existing on the date hereof; (df) No Default or Event of Default as described the statements and information furnished to the Noteholders in Article VI of connection with the Reimbursement Agreement has occurred and is continuing or will result from the signing negotiation of this Amendment do not, taken as a whole, and other than financial projections or forecasts, contain any untrue statements of a material fact or omit a material fact necessary to make the transactions contemplated hereby.material statements contained herein or therein not misleading, the Noteholders acknowledging that as to any projections furnished to the Noteholders, the Obligors and the Constituent Company Guarantors only represent that the same were prepared on the basis of information and estimates the Obligors believed to be reasonable; and (eg) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations all tax returns with respect to any income tax or other material tax required to be filed by the Reimbursement Agreement as amended hereby since Obligors and the date Restricted Subsidiaries in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees and other governmental charges upon the Obligors or the Restricted Subsidiaries or upon any of their respective properties, income or franchises, which are shown to be due and payable in such returns, have been paid. The Obligors do not know of any proposed additional tax assessment against the Obligors or any Restricted Subsidiary for which adequate provision in accordance with GAAP has not been made. Adequate provisions in accordance with GAAP for taxes on the books of the last financial statements furnished to the LendersObligors and each Restricted Subsidiary have been made for all open years, and for its current fiscal period.

Representations and Warranties of the Obligors. Each Section 2.1. To induce the Noteholders to execute and deliver this Second Amendment, each Obligor for itself hereby represents as followsand warrants to the Noteholders that: (a) The it is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) this Second Amendment has been duly authorized, executed and delivered by it; (c) the Note Agreement, as amended by this Second Amendment, constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the execution, delivery and performance by such Obligor of this Second Amendment has been duly authorized by all necessary corporate action and does not and will not (i) require contravene, result in any consent breach of, or approval constitute a default under, or result in the creation of such Obligor’s shareholders; any Lien in respect of any property of the Company, the Parent Guarantor or any Significant Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum of association, articles of association, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company, the Parent Guarantor or any Significant Subsidiary is bound or by which the Company, the Parent Guarantor or any Significant Subsidiary or any of their respective properties may be bound or affected, (ii) violate conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Constituent Documents of such Obligor; Company, the Parent Guarantor or any Significant Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, the Parent Guarantor or any Significant Subsidiary; (e) no consent, approval or authorization of, or require any filing, registration, consent filing or approval underdeclaration with, any lawGovernmental Authority is required in connection with the execution, rule, regulation, order, writ, judgment, injunction, decree, determination delivery or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on performance by the condition (financial or otherwise) of such Obligor Company or the ability Parent Guarantor of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.Second Amendment; (bf) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on hereof, both before and as of such date. (d) No after giving effect to this Second Amendment, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing continuing; and (g) no lender under any agreement or will result from other evidence of Indebtedness of the signing Obligors, including but not limited to any Material Credit Facility, has received any collateral or consideration in connection with any amendments that are substantially similar to the amendments set forth in Section 1 of this Second Amendment or in excess of the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect consideration paid to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the LendersNoteholders under Section 3.1(d) hereof.

Representations and Warranties of the Obligors. Each Obligor for itself represents as follows2.1 To induce the Noteholders to execute and deliver this Second Amendment (which representations shall survive the execution and delivery of this Second Amendment), the Obligors represent and warrant to the Noteholders that with respect to each Obligor: (a) The this Second Amendment has been duly authorized, executed and delivered by such Obligor and this Second Amendment constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the Note Agreement, as amended by this Second Amendment, constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (c) the execution, delivery and performance by such Obligor of this Second Amendment (i) has been duly authorized by all necessary requisite corporate action and or partnership action, as applicable, (ii) does not and will not (i) require any the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or such Obligor’s shareholders; articles (iior certificate) violate of incorporation or bylaws or partnership agreement, as applicable, (2) any provisions order of the Constituent Documents of such Obligor; (iii) violate any provision of, court or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination regulation or award presently in effect having applicability to and order of any other agency or government binding upon such Obligor, except where such violation or failure (3) any provision of any material indenture, agreement or other instrument to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of which such Obligor is a party or the ability of such Obligor to perform by which its obligations with respect to this Amendment properties or the Reimbursement Agreementassets are or may be bound, as amended; or (ivB) result in a breach of, cause a lien to arise under, or constitute (alone or with due notice or lapse of time or both) a default or require under any consent underindenture, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure instrument referred to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition in clause (financial or otherwiseiii) (A)(3) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.§2.1(c) and (bd) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such date. (d) No after giving effect to this Second Amendment, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and which is continuing or will result from the signing of this Amendment or the transactions contemplated herebycontinuing. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the other Obligors hereby represents and warrants to the Agent and each Lender that as followsof the Second Amendment Effective Date: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and each Obligor party hereto and constitutes the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not not, after giving effect to this Amendment, the Amendment to Intercreditor and will not the Second Amendment to Term Loan Credit Agreement, (i) require conflict with, or constitute a violation or breach of, the terms of (A) any consent contract, mortgage, lease, agreement, indenture, or approval instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor’s shareholders; Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) violate result in the imposition of any provisions Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the Constituent Documents foregoing; (b) no Default or Event of such Obligor; Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment and the Second Amendment to Term Loan Credit Agreement; (iiic) violate any provision ofno approval, consent, exemption, authorization, or require any filingother action by, registrationor notice to, consent or approval underfiling with, any lawGovernmental Authority or other Person is necessary or required in connection with the execution, ruledelivery or performance by, regulationor enforcement against, order, writ, judgment, injunction, decree, determination Holdings or award presently in effect having applicability to and binding upon such Obligor, except any of its Restricted Subsidiaries of this Amendment other than where such violation or failure to file obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (d) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or and the Reimbursement Second Amendment to Term Loan Credit Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties of Holdings and each of its Restricted Subsidiaries contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Second Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Obligor for itself represents as followsmakes the following representations and warranties to the Project Manager all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The executionSuch Obligor is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) Such Obligor’s execution and delivery of, performance under, and performance by such Obligor of compliance with this Amendment has been duly authorized by all necessary corporate action and does not and Agreement, will not (i) require any consent or approval of violate such Obligor’s shareholders; organizational documents or constitute a default (iior an event which, with notice or lapse of time, or both, would constitute a default) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision under, or result in a breach of, any agreement or require any filing, registration, consent other instrument to which it is a party or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligorby which it is bound, except where such violation violation, breach or failure to file would default in such Obligor’s good faith and reasonable judgment, is not reasonably be expected likely to have a material adverse effect on the condition (financial or otherwise) of such Obligor or affect materially and adversely either the ability of such Obligor to perform its obligations with respect to under this Amendment Agreement or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement financial condition of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amendedObligor. (bc) Such Obligor has the full power and authority to own its Project Sites, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Amendment and the Reimbursement Agreement, as amended herebyassuming the due authorization, constitute execution and delivery by each of the legalother parties hereto, valid constitutes a valid, legal and binding obligations obligation of such Obligor, enforceable against such Obligor in accordance with their respective termsthe terms hereof, except subject to the extent that such enforcement may be limited by (i) applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by (ii) general principles of equity. (c) The representations and warranties contained , regardless of whether such enforcement is considered in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete a proceeding in all material respects on and as of the date hereof as though made on and as of such date. (d) No Default equity or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated herebyat law. (e) There has been no material adverse change Such Obligor is not in the condition (financial violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or otherwise) decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, except such Obligor or violation, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to affect materially and adversely either the ability of each such Obligor to perform its obligations with respect under this Agreement or the financial condition of such Obligor. (f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Obligor of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or that, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to materially and adversely affect either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor. (g) No litigation is pending or, to the Reimbursement Obligor’s actual knowledge, threatened against such Obligor that, if determined adversely to such Obligor, would prohibit such Obligor from entering into this Agreement as amended hereby since or that, in such Obligor’s good faith and reasonable judgment, is reasonably likely to materially and adversely affect either the date ability of such Obligor to perform its obligations under this Agreement or the last financial statements furnished to the Lenderscondition of such Obligor.

Representations and Warranties of the Obligors. Each Obligor for itself represents as follows: In order to induce the Indenture Trustee and the Noteholders to enter into this Agreement, each of the Obligors makes the following representations and warranties, all of which shall survive the execution and delivery of this Agreement: (ai) The executionObligors have all requisite corporate, delivery partnership or other power and performance by such Obligor of authority to execute, deliver and perform their obligations under this Amendment Agreement. This Agreement has been duly authorized authorized, executed and delivered by all necessary corporate action each Obligor, and does not and will not (i) require any consent conflict with, violate or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default of or require any consent underunder (i) any applicable law or regulation or any of the terms of the charter or by-laws (or equivalent constitutional documents) of the Obligors, or (ii) any note, indenture or loan or agreement or instrument to which any other agreement Obligor is a party or to which it or any of such Obligor except where such breach, default its assets is bound or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition subject; and (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (bii) This Amendment and the Reimbursement Agreement, as amended hereby, constitute Agreement constitutes the legal, valid and binding obligations obligation of such Obligorthe Obligors, enforceable against such Obligor them in accordance with their respective its terms. (b) Representations and Warranties of the Noteholders and Indenture Trustee. In order to induce the Obligors to enter into this Agreement, except to each of the extent that such enforcement may be limited by applicable bankruptcyIndenture Trustee and Noteholders makes the following representations and warranties, insolvency all of which shall survive the execution and other similar laws affecting creditors’ rights generally and by general principles delivery of equity. this Agreement: (ci) The representations Noteholders and warranties contained Indenture Trustee each have all requisite corporate, partnership or other power and authority to execute, deliver and perform their obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by each Noteholder and the Indenture Trustee, and does not conflict with, violate or result in Article IV a breach of or require any consent under (i) any applicable law or regulation or any of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as terms of the date hereof as though made on and as of such date. charter or by-laws (dor equivalent constitutional documents) No Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment Noteholders or the transactions contemplated hereby. Indenture Trustee, or (eii) There has been no material adverse change in the condition (financial any agreement or otherwise) of such Obligor instrument to which any Noteholder or the ability Indenture Trustee is a party or to which it or any of each Obligor to perform its obligations with respect to assets is bound or subject; and (ii) This Agreement constitutes the Reimbursement Agreement as amended hereby since the date legal, valid and binding obligation of the last financial statements furnished to the LendersNoteholders and Indenture Trustee, enforceable against them accordance with its terms. 4.

Representations and Warranties of the Obligors. Each Subject to the disclosures set forth in the disclosure schedule of the Obligors delivered to Agent and Lenders concurrently with the execution and delivery of this Agreement (the “Disclosure Schedule”) (each of which disclosures, in order to be effective, shall clearly indicate the Section and, if applicable, the Subsection of this Section 4 to which it relates), each Obligor for itself represents and warrants to the Agent as follows: (a) The Each Obligor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the power and authority, and the legal right, to own and operate its Property and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation 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 and (iv) is in compliance with all Requirements of Law in all material respects. (b) Each Obligor has the power and authority, and the legal right, to make, deliver and perform the Credit Documents to which it is a party, to consummate the transactions contemplated thereby and, as the case may be, to obtain extensions of credit hereunder. Each Obligor has taken all necessary organizational action to authorize the execution, delivery and performance by such Obligor of the Credit Documents to which it is a party and to authorize the extensions of credit on the terms and conditions of this Amendment Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extension of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Credit Documents. Each Credit Document to which an Obligor is a party has been duly authorized by all necessary corporate action executed and does not and will not (i) require any consent or approval delivered on behalf of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision of. This Agreement constitutes, or require any filingand each other Credit Document upon execution will constitute, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations obligation of such Obligoreach Obligor party thereto, enforceable against such Obligor in accordance with their respective its terms, except to the extent that such enforcement as enforceability may be limited by applicable bankruptcy, insolvency and other insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity(whether enforcement is sought by proceedings in equity or at law). (c) The representations execution, delivery, and warranties contained performance by each Obligor of this Agreement and the other Credit Documents to which such Obligor is a party and compliance with the terms and provisions hereof and thereof will not (i) violate or conflict with, or result in Article IV a breach of, or require any consent (other than those that have been, or on the Agreement Date will be, duly obtained or made and which are, or on the Agreement Date will be, in full force and effect) under (A) the Organic Documents of such Obligor, (B) any Requirement of Law, or (C) any material agreement or instrument to which such Obligor is a party or by which it or any of its properties is bound or subject, or (ii) result in the creation or imposition of any Lien upon any of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as revenues or assets of such dateObligor other than the Liens arising under the Credit Documents or Permitted Liens. (d) No Default All factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about each Obligor’s industry) furnished by or Event on behalf of Default such Obligor in writing to the Agent or any Lender for purposes of or in connection with this Agreement or any other Credit Document, will be true and accurate in all material respects, on the date as described of which such information is dated or certified and is not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in Article VI any material respect at such time in light of the Reimbursement Agreement has occurred and is continuing or will result from circumstances under which such information was provided. The projections delivered to the signing Agent represent, as applicable, each Obligor’s good faith estimate, on the date such projections were/are delivered, of this Amendment or such Obligor’s future performance for the transactions contemplated herebyperiods covered thereby based upon assumptions believed by such Obligor to be reasonable at the time of the delivery thereof to the Agent. (e) Schedule 4(e) hereto is a correct and complete list of each Obligor’s head office, registered office and chief executive office, the location of its books and records and the locations of its Property. Each Obligor, as applicable, enjoys peaceful and undisturbed possession under all leases material to its business, if any, and to which it is a party or under which it is operating, and all such material leases, if any, are valid and subsisting and no material default by such Obligor exists under any of them. (f) [reserved]. (g) No Obligor nor to the knowledge of any Obligor, any of its respective Affiliates, is (i) in violation of any applicable laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including, but not limited to, (x) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, (y) the laws, rules and regulations comprising or implementing the Bank Secrecy Act, (z) the laws, rules and regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) (as any of the foregoing laws described in this Section 4(g) may from time to time be amended, renewed, extended, or replaced), or (ii) currently a Sanctioned Entity. No Loan or the proceeds from any Loan has been used by a Borrower or any other Obligor, as applicable, to lend, contribute, provide, or has otherwise been made available by a Borrower or any other Obligor, a applicable, to fund, any activity or business in any Designated Jurisdiction or to fund any activity or business of any Sanctioned Entity, or in any other manner that will result in any violation by any Lender, the Agent or any of their respective Affiliates, of Sanctions. (h) No Obligor nor to the knowledge of any Obligor, any of its respective Affiliates or any of their respective agents acting in any capacity in connection with the Loans or other transactions hereunder (i) conducts any business or engages in making or receiving any contributions of funds, goods or services to or for the benefit of any Sanctioned Entity, except to the extent not in violation of Sanctions or (ii) knowingly engages in or conspires to knowingly engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any applicable Anti-Terrorism Law. (i) Each Obligor is in compliance in all material respects with the Foreign Corrupt Practices Act, as amended, and rules and regulations thereunder (“FCPA”). No part of the proceeds of any Revolving Advance will be used directly or indirectly for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA. (j) To each Obligor’s knowledge, no Obligor is in violation of any Requirement of Law, including all environmental laws, in any material respect. (k) There are no actions, suits, litigation or proceedings, at law or in equity, pending by or against any Obligor before any court, administrative agency, or arbitrator in which a likely adverse decision could reasonably be expected to have a Material Adverse Effect. (l) Each Obligor has filed all federal and other material tax returns required to be filed, including all income, franchise, employment, property, and sales tax returns, and has paid all of their respective federal and other material taxes, assessments, governmental charges, and other levies that are due and payable, except to the extent such taxes are contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof. No Obligor has knowledge of any pending investigation of such Obligor by any taxing authority or of any pending unassessed tax liability (other than taxes which are not yet due and payable) of any Obligor. (m) Each Borrower or each Obligor, as applicable, has rights in or the power to transfer the Collateral, as applicable, and its title to the Collateral is free and clear of Liens (other than Permitted Liens), adverse claims and restrictions on transfer or pledge except as permitted under this Agreement. (n) The proceeds of the Loans shall be used by each Borrower, as applicable, for the purposes described on Schedule 5.1(i). No Obligor is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U, or X of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. (o) No Obligor is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 or (ii) subject to regulation under any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its obligations under the Credit Documents. (p) All financial statements related to any Obligor, as applicable, that are delivered by such Obligor to Agent fairly present in all material respects such Obligor’s financial condition as of the date thereof and such Obligor’s results of operations for the period then ended. There has not been no a material adverse change in the financial condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last most recent financial statements furnished submitted to Agent. (q) The properties of each Obligor are insured with financially sound and reputable insurance companies which are not Affiliates of such Obligor, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Obligor operates. (r) Each Obligor, as applicable, has met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. No event has occurred resulting from any Obligor‘s failure to comply with ERISA that is reasonably likely to result in such Obligor incurring any liability that could reasonably be expected to have a Material Adverse Effect. (s) Each Obligor is able to pay its debts (including trade debts) as they mature; the fair saleable value of each Obligor’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; and each such Obligor will not be left with unreasonably small capital after the transactions contemplated by this Agreement. (t) The representations and warranties made in this Section 4 shall survive the execution and delivery of this Agreement and shall be deemed to have been made by each Obligor on the Agreement Date and repeated by such Obligor, as applicable, in each case with reference to the Lendersfacts and circumstances then existing, on the Closing Date, each Interest Payment Date and any subsequent Drawdown Date.

Representations and Warranties of the Obligors. Each Section 2.1. To induce the Noteholders to execute and deliver this Amendment, each Obligor for itself jointly and severally hereby represents as followsand warrants to the Noteholders that: (a) Each Group Member (i) is duly organized, incorporated, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (ii) has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified to do business in, and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of, each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except for where failure to do so could not reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Obligor has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to enter into and perform this Amendment. Each Obligor has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except consents, authorizations, filings, notices and other acts that have been obtained or made and are in full force and effect. This Amendment has been duly executed and delivered on behalf of each Obligor party thereto. This Amendment constitutes a legal, valid and binding obligation of each Obligor party thereto, enforceable against each such Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (c) The execution, delivery and performance by such the applicable Obligor of this Amendment has been duly authorized by all necessary corporate action and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions Requirement of the Constituent Documents of such Obligor; (iii) violate Law, any provision ofindenture, agreement or other instrument binding on an Obligor or its assets, or require any filing, registration, consent or approval under, Governing Document of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would could not reasonably be expected to have a material adverse effect on the condition Material Adverse Effect, and (financial or otherwiseii) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) will not result in a breach of, cause a lien to arise underin, or constitute a default require, the creation or require imposition of any consent underLien on any of their respective properties or revenues pursuant to any such indenture, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such dateinstrument. (d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Obligors of this Amendment. It is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in the United States or the Netherlands, as applicable, of this Amendment that this Amendment or any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped with any stamp, registration or similar transaction tax that may be required in connection with admissibility into evidence. (e) As of the date hereof, both before and after giving effect to this Amendment, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated herebycontinuing. (ef) There has been no material adverse change Other than the consideration given by Parent Company or its affiliate to (i) the lenders in connection with amending and restating the condition Principal Credit Facility on February 15, 2024 and (financial or otherwiseii) of such Obligor or the ability of each Obligor to perform its obligations noteholders in connection with respect the First Amendment to the Reimbursement Agreement as amended hereby since 2022 NPA on or about the date of this Amendment, no lender under any agreement or other evidence of Indebtedness of the last financial statements furnished Obligors, including but not limited to any Material Debt Facility, has received any collateral or consideration in connection with any amendments that are substantially similar to the Lendersamendments set forth in Section 1 of this Amendment.

Representations and Warranties of the Obligors. Each Obligor for itself of the Obligors represents as followsand warrants to the Purchaser that: (a) After giving effect to the transactions contemplated by this Waiver and Amendment, no Default or Event of Default will have occurred and be continuing. (b) After giving effect to the Waiver and Amendment, the representations and warranties contained in Section 3 of the Amended Purchase Agreement are true in all material respects on and as of the date hereof to the same extent as if made on and as of the date hereof except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true in all material respects as of such earlier date. (c) The execution, delivery and performance by such Obligor each of the Obligors of this Waiver and Amendment has are within their respective corporate powers and have been duly authorized by all necessary corporate action and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions on the part of the Constituent Documents board of such directors and stockholders of each respective Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to . This Waiver and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on Amendment has been duly executed and delivered by each of the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment Obligors and the Reimbursement Agreement, as amended hereby, constitute is the legal, valid and binding obligations obligation of such each Obligor, enforceable against such Obligor that Obligor, in accordance with their respective its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ ' rights generally and by general principles of equity. (cd) The representations Neither the execution and warranties contained in Article IV delivery by each of the Reimbursement Agreement (as amended by Obligors of this Waiver and Amendment) are true, correct nor the fulfillment of or compliance with the terms and complete provisions hereof, will conflict with, or result in all material respects on and as a breach or violation of the date hereof as though made terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on and as any properties or assets of any Obligor pursuant to, the Organizational Documents of such date. (d) No Default Obligor or Event any contract, agreement, mortgage, indenture, lease or instrument to which such Obligor is a party or by which it is bound or to which any of Default as described in Article VI its assets are subject, or any Requirement of the Reimbursement Agreement has occurred and is continuing Law to which such Obligor or will result from the signing any of this Amendment or the transactions contemplated herebyits assets are subject. (e) There has been no material adverse change No consent, approval or authorization of or declaration, registration or filing with any Governmental Authority or any nongovernmental Person, including, without limitation, any creditor or stockholder of any Obligor, is required in connection with the condition (financial execution or otherwise) of delivery by such Obligor of this Waiver and Amendment or the ability performance by such Obligor of each Obligor to perform its obligations with respect hereunder, or as a condition to the Reimbursement Agreement as amended hereby since the date legality, validity or enforceability of the last financial statements furnished to the Lendersthis Waiver and Amendment or any provision hereof.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the other ProFrac Parties hereby represents and warrants to the Agent and each Lender that as followsof the Seventh Amendment Effective Date: (a) The Holdings and each other ProFrac Party party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each other ProFrac Party party to this Amendment have taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and does not each other ProFrac Party party hereto and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of such ObligorPerson, enforceable against such Obligor it in accordance with their respective its terms, except subject to the extent that such enforcement may be limited by applicable effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each other ProFrac Party’s execution, delivery and performance of this Amendment does not, after giving effect to this Amendment, the Refinancing and the other transactions contemplated herein to close on the Seventh Amendment Effective Date, (i) conflict with, or constitute a violation or breach of, the terms of (A) any contract, mortgage, lease, agreement, indenture, or instrument to which such Person is a party or which is binding upon it, (B) any Requirement of Law applicable to such Person or (C) any Charter Documents of such Person, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect with respect to such Person or (ii) result in the imposition of any Lien (other than the Liens created by general principles the Security Documents) upon the property of equity.Holdings, any Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing; (b) no Default or Event of Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment, the Refinancing, the Specified Unrestricted Subsidiary Designation and the other transactions contemplated herein to close on the Seventh Amendment Effective Date; (c) The no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Holdings or any of its Restricted Subsidiaries of this Amendment other than where failure to obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a Material Adverse Effect; and (d) after giving effect to this Amendment, the Refinancing, the Specified Unrestricted Subsidiary Designation and the other transactions contemplated herein to close on the Seventh Amendment Effective Date, the representations and warranties of Holdings and each of its Restricted Subsidiaries contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Seventh Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Section 2.1. To induce the Noteholders to execute and deliver this Fifth Amendment, each Obligor for itself hereby represents as followsand warrants to the Noteholders that: (a) The it is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) this Fifth Amendment has been duly authorized, executed and delivered by it; (c) the Note Agreement, as amended by this Fifth Amendment, constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the execution, delivery and performance by such Obligor of this Fifth Amendment has been duly authorized by all necessary corporate action and does not and will not (i) require contravene, result in any consent breach of, or approval constitute a default under, or result in the creation of such Obligor’s shareholders; any Lien in respect of any property of the Company, the Parent Guarantor or any Significant Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum of association, articles of association, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company, the Parent Guarantor or any Significant Subsidiary is bound or by which the Company, the Parent Guarantor or any Significant Subsidiary or any of their respective properties may be bound or affected, (ii) violate conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Constituent Documents of such Obligor; Company, the Parent Guarantor or any Significant Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, the Parent Guarantor or any Significant Subsidiary; (e) no consent, approval or authorization of, or require any filing, registration, consent filing or approval underdeclaration with, any lawGovernmental Authority is required in connection with the execution, rule, regulation, order, writ, judgment, injunction, decree, determination delivery or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on performance by the condition (financial or otherwise) of such Obligor Company or the ability Parent Guarantor of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.Fifth Amendment; (bf) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on hereof, both before and as of such date. (d) No after giving effect to this Fifth Amendment, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing continuing; and (g) no lender under any agreement or will result from other evidence of Indebtedness of the signing Obligors, including but not limited to any Material Credit Facility, has received any collateral or consideration in connection with any amendments that are substantially similar to the amendments set forth in Section 1 of this Amendment or the transactions contemplated herebyFifth Amendment. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Section 2.1. To induce the Noteholders to execute and deliver this Consent, each Obligor for itself hereby represents and warrants to the Noteholders on the Effective Date as follows: (a) The it is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) this Consent has been duly authorized, executed and delivered by it; (c) the Note Agreement constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the execution, delivery and performance by such Obligor of this Amendment has been duly authorized by all necessary corporate action and does not and Consent will not (i) require contravene, result in any consent breach of, or approval constitute a default under, or result in the creation of such Obligor’s shareholders; any Lien in respect of any property of the Company, the Parent Guarantor or any Significant Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum of association, articles of association, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company, the Parent Guarantor or any Significant Subsidiary is bound or by which the Company, the Parent Guarantor or any Significant Subsidiary or any of their respective properties may be bound or affected, (ii) violate conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Constituent Documents of such Obligor; Company, the Parent Guarantor or any Significant Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, the Parent Guarantor or any Significant Subsidiary; (e) no consent, approval or authorization of, or require any filing, registration, consent filing or approval underdeclaration with, any lawGovernmental Authority is required in connection with the execution, rule, regulation, order, writ, judgment, injunction, decree, determination delivery or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on performance by the condition (financial or otherwise) of such Obligor Company or the ability Parent Guarantor of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.Consent; (bf) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on hereof, both before and as of such date. (d) No after giving effect to this Consent, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing continuing; (g) all necessary shareholder and stock exchange approval has been obtained for the Transactions; and (h) no lender under any agreement or will result from other evidence of Indebtedness of the signing Obligors, including but not limited to any Material Credit Facility, has received any collateral or consideration in connection with any amendments that are substantially similar to the amendments set forth in Section 1 of this Amendment or Consent in excess of the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect consideration paid to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the LendersNoteholders under Section 3.1(d) hereof.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the other Obligors hereby represents and warrants to the Agent and each Lender that as followsof the Eighth Amendment Effective Date: (a1) The executionHoldings and each other Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment, (2) Holdings and each other Obligor party to this Amendment have taken all necessary limited liability company action to authorize the execution and delivery of this Amendment and performance of the Existing Credit Agreement, as amended by such Obligor of this Amendment, (3) this Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and does not each other Obligor party hereto and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of such ObligorPerson, enforceable against such Obligor Person in accordance with their respective its terms, except subject to the extent that such enforcement may be limited by applicable effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of equity. good faith and fair dealing and (c4) The representations Holdings’ and warranties contained in Article IV each other Obligor’s execution and delivery of this Amendment, and performance of the Reimbursement Agreement (Existing Credit Agreement, as amended by this Amendment, do not, after giving effect to this Amendment and the First Amendment to Initial Intercreditor Agreement, (i) conflict with, or constitute a violation or breach of, the terms of (A) any contract, mortgage, lease, agreement, indenture, or instrument to which such Person is a party or which is binding upon it, (B) any Requirement of Law applicable to such Person or (C) any Charter Documents of such Person, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect with respect to such Person or (ii) result in the imposition of any Lien (other than the Liens created by the Security Documents or other Permitted Liens) upon the property of Holdings, any other Obligor or any of Holdings’ Restricted Subsidiaries by reason of any of the foregoing; (b) no Default or Event of Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment and the First Amendment to Initial Intercreditor Agreement; (c) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Holdings or any of its Restricted Subsidiaries of this Amendment other than where failure to obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a Material Adverse Effect; and (d) after giving effect to this Amendment and the First Amendment to Initial Intercreditor Agreement, the representations and warranties of Holdings and each of its Restricted Subsidiaries contained in the Credit Agreement and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Eighth Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the other Obligors hereby represents and warrants to the Agent and each Lender that as followsof the Third Amendment Effective Date: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and each Obligor party hereto and constitutes the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not not, after giving effect to this Amendment, the Amendment to Intercreditor and will not the Third Amendment to Term Loan Credit Agreement, (i) require conflict with, or constitute a violation or breach of, the terms of (A) any consent contract, mortgage, lease, agreement, indenture, or approval instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor’s shareholders; Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) violate result in the imposition of any provisions Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the Constituent Documents foregoing; (b) no Default or Event of such Obligor; Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment and the Third Amendment to Term Loan Credit Agreement; (iiic) violate any provision ofno approval, consent, exemption, authorization, or require any filingother action by, registrationor notice to, consent or approval underfiling with, any lawGovernmental Authority or other Person is necessary or required in connection with the execution, ruledelivery or performance by, regulationor enforcement against, order, writ, judgment, injunction, decree, determination Holdings or award presently in effect having applicability to and binding upon such Obligor, except any of its Restricted Subsidiaries of this Amendment other than where such violation or failure to file obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (d) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or and the Reimbursement Third Amendment to Term Loan Credit Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties of Holdings and each of its Restricted Subsidiaries contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Third Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.

Representations and Warranties of the Obligors. Each Section 2.1. To induce the Noteholders to execute and deliver this First Amendment, each Obligor for itself hereby represents as followsand warrants to the Noteholders that: (a) The it is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) this First Amendment has been duly authorized, executed and delivered by it; (c) the Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the execution, delivery and performance by such Obligor of this First Amendment has been duly authorized by all necessary corporate action and does not and will not (i) require contravene, result in any consent breach of, or approval constitute a default under, or result in the creation of such Obligor’s shareholders; any Lien in respect of any property of the Company, the Parent Guarantor or any Significant Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum of association, articles of association, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company, the Parent Guarantor or any Significant Subsidiary is bound or by which the Company, the Parent Guarantor or any Significant Subsidiary or any of their respective properties may be bound or affected, (ii) violate conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Constituent Documents of such Obligor; Company, the Parent Guarantor or any Significant Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, the Parent Guarantor or any Significant Subsidiary; (e) no consent, approval or authorization of, or require any filing, registration, consent filing or approval underdeclaration with, any lawGovernmental Authority is required in connection with the execution, rule, regulation, order, writ, judgment, injunction, decree, determination delivery or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on performance by the condition (financial or otherwise) of such Obligor Company or the ability Parent Guarantor of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amendedFirst Amendment; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended.and (bf) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties contained in Article IV of the Reimbursement Agreement (as amended by this Amendment) are true, correct and complete in all material respects on and as of the date hereof as though made on hereof, both before and as of such date. (d) No after giving effect to this First Amendment, no Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated herebycontinuing. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and the other Obligors hereby represents and warrants to the Agent and each Lender that as followsof the Fourth Amendment Effective Date: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and each Obligor party hereto and constitutes the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not not, after giving effect to this Amendment, the Amendment to Intercreditor and will not the Fifth Amendment to Term Loan Credit Agreement, (i) require conflict with, or constitute a violation or breach of, the terms of (A) any consent contract, mortgage, lease, agreement, indenture, or approval instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor’s shareholders; Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case under clauses (A), (B) and (C), in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) violate result in the imposition of any provisions Lien (other than the Liens created by the Security Documents) upon the property of Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the Constituent Documents foregoing; (b) all Deposit Accounts, Securities Accounts, and commodities accounts of any Obligors (including any Excluded Accounts) as of the Fourth Amendment Effective Date are listed on Exhibit C, and all Excluded Accounts are specified as such Obligor; on Exhibit C; (iiic) violate any provision ofno Default or Event of Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment, the Amendment to Intercreditor and the Fifth Amendment to Term Loan Credit Agreement; (d) no approval, consent, exemption, authorization, or require any filingother action by, registrationor notice to, consent or approval underfiling with, any lawGovernmental Authority or other Person is necessary or required in connection with the execution, ruledelivery or performance by, regulationor enforcement against, order, writ, judgment, injunction, decree, determination Holdings or award presently in effect having applicability to and binding upon such Obligor, except any of its Restricted Subsidiaries of this Amendment other than where such violation or failure to file obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a material adverse Material Adverse Effect; and (e) after giving effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment, the Amendment or to Intercreditor and the Reimbursement Fifth Amendment to Term Loan Credit Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The representations and warranties of Holdings and each of its Restricted Subsidiaries contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Fourth Amendment Effective Date as though made on and as of such date. (d) No Default or Event of Default as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lenders., other than

Representations and Warranties of the Obligors. Each Obligor for itself of the Obligors represents as followsand warrants to the Purchaser that: (a) After giving effect to this Consent, the representations and warranties contained in Section 3 of the Existing Purchase Agreement are true in all material respects on and as of the date hereof to the same extent as if made on and as of the date hereof except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true in all material respects as of such earlier date. (b) The execution, delivery and performance by such Obligor each of the Obligors of this Amendment has Consent are within their respective corporate powers and have been duly authorized by all necessary corporate action and does not and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions on the part of the Constituent Documents board of such directors and stockholders of each respective Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to . This Consent has been duly executed and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on delivered by each of the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment Obligors and the Reimbursement Agreement, as amended hereby, constitute is the legal, valid and binding obligations obligation of such each Obligor, enforceable against such Obligor that Obligor, in accordance with their respective its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ ' rights generally and by general principles of equity. (c) The representations Neither the execution and warranties contained in Article IV delivery by any of the Reimbursement Agreement (as amended by Obligors of this Amendment) are trueConsent, correct nor the fulfillment of or compliance with the terms and complete provisions hereof, will conflict with, or result in all material respects on and as a breach or violation of the date hereof as though made terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on and as any properties or assets of any Obligor pursuant to, the Organizational Documents of such dateObligor or any contract, agreement, mortgage, indenture, lease or instrument to which such Obligor is a party or by which it is bound or to which any of its assets are subject, or any statute, ordinance, law, rule, regulation, order, writ, judgment, injunction, decree or award to which such Obligor or any of its assets are subject. (d) No Default consent, approval or Event authorization of Default as described or declaration, registration or filing with any Governmental Authority or any nongovernmental Person, including, without limitation, any creditor or stockholder of any Obligor, is required in Article VI of connection with the Reimbursement Agreement has occurred and is continuing execution or will result from the signing delivery by such Obligor of this Amendment Consent or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of performance by such Obligor or the ability of each Obligor to perform its obligations with respect hereunder, or as a condition to the Reimbursement Agreement as amended hereby since the date legality, validity or enforceability of the last financial statements furnished to the Lendersthis Consent or any provision hereof.

Representations and Warranties of the Obligors. Each Obligor for itself To induce the Lenders party hereto to enter into this Amendment, each of the Borrower, Holdings and Manufacturing hereby represents as followsand warrants to the Agent and each Lender that: (a) The Holdings and each Obligor party to this Amendment has the power and authority to execute, deliver and perform this Amendment. Holdings and each Obligor party to this Amendment has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its shareholders, if necessary) to authorize the execution, delivery and performance by such Obligor of this Amendment. This Amendment has been duly authorized executed and delivered by all necessary corporate action Holdings and does not each Obligor party hereto and will not (i) require any consent or approval of such Obligor’s shareholders; (ii) violate any provisions of the Constituent Documents of such Obligor; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to and binding upon such Obligor, except where such violation or failure to file would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any note, indenture or loan or agreement or any other agreement of such Obligor except where such breach, default or failure to obtain consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of such Obligor or the ability of such Obligor to perform its obligations with respect to this Amendment or the Reimbursement Agreement, as amended. (b) This Amendment and the Reimbursement Agreement, as amended hereby, constitute the legal, valid and binding obligations of Holdings and each such Obligor, enforceable against such Obligor it in accordance with their respective its terms, except subject to the extent that such enforcement may be limited by applicable effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Holdings’ and each Obligor’s execution, delivery and performance of this Amendment does not (i) conflict with, or constitute a violation or breach of, the terms of (A) any contract, mortgage, lease, agreement, indenture, or instrument to which Holdings, such Obligor or any of its Restricted Subsidiaries is a party or which is binding upon it, (B) any Requirement of Law applicable to Holdings, such Obligor or any of its Restricted Subsidiaries or (C) any Charter Documents of Holdings, such Obligor or any of its Restricted Subsidiaries, in each case, in any respect that would reasonably be expected to have a Material Adverse Effect or (ii) result in the imposition of any Lien (other than the Liens created by general principles the Security Documents) upon the property of equity.Holdings, such Obligor or any of its Restricted Subsidiaries by reason of any of the foregoing; (b) no Default or Event of Default has occurred and is continuing or would occur, in each case, after giving effect to this Amendment; (c) The no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Holdings or any of its Restricted Subsidiaries of this Amendment other than where failure to obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a Material Adverse Effect; and (d) after giving effect to this Amendment, the representations and warranties of the Borrower and each of the other Obligors contained in Article IV of the Reimbursement Credit Agreement (as amended by this Amendment) and each other Loan Document are true, true and correct and complete in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of the date hereof Second Amendment Effective Date as though made on and as of such date. (d) No Default , other than any such representation or Event of Default warranty which relates to a specified prior date, in which case such representations and warranties were true and correct in all material respects as described in Article VI of the Reimbursement Agreement has occurred and is continuing or will result from the signing of this Amendment or the transactions contemplated hereby. (e) There has been no material adverse change in the condition (financial or otherwise) of such Obligor or the ability of each Obligor to perform its obligations with respect to the Reimbursement Agreement as amended hereby since the date of the last financial statements furnished to the Lendersprior date.