Common use of Representations and Warranties; Reaffirmation Clause in Contracts

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to each Lender as follows: (i) Such Obligor has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor and constitutes legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respects, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor The Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligor’s the Borrower's corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor the Borrower and constitutes a legal, valid and binding obligations obligation of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor the Borrower in Section 7 of the Loan Agreement are (A) in the case of representations qualified by "mate riality," "Material Adverse Effect" or similar language, true and correct in all respects and (B) in the case of all other representations and warranties, true and correct in all material respects, respects (except that (A) such the representation regarding representations and warranties that t hat refer to a specific earlier date were are true in all material respects and correct on the basis set forth above as of such earlier date), and (B) such representations and warranties do not take in each case taking into account any changes that may be made to schedules updated in accordance with Section 7.21 of the schedules pursuant to Section 4(c) belowLoan Agreement or attached hereto. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor The Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor Borrower in Section 7 of the Loan Agreement are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement or attached hereto), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents to which it is a party remain in full force and effect, undiminished by this Amendment, except as expressly provided hereinherein and in that certain Amendment No. 1 to Fee Letter dated as of the date hereof. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor The Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligor’s the Borrower's corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor the Borrower and constitutes a legal, valid and binding obligations obligation of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor the Borrower in Section 7 of the Loan Agreement are (A) in the case of representations qualified by "materiality," "Material Adverse Effect" or similar language, true and correct in all respects and (B) in the case of all other representations and warranties, true and correct in all material respects, respects (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date were are true in all material respects and correct on the basis set forth above as of such earlier date), and (B) such representations and warranties do not take in each case taking into account any changes that may be made to schedules updated in accordance with Section 7.21 of the schedules pursuant to Section 4(c) belowLoan Agreement or attached hereto. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor The Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided and Lenders hereby acknowledge and agree that upon an event of an acceleration or other mandatory prepayment event, the"Redemption Date'" for purposes of calculating the Lenders updated versions of the schedules of the Loan Agreement that are permitted to Prepayment Premium will be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement acceleration or any other provision of the Loan Documents such obligation to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Defaultmandatorily prepay arose.

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to each Lender as follows: (i) Such Obligor has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor and constitutes legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.in

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to each Lender as follows: (i) Such Obligor has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor and constitutes legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to each Lender as follows: (i) Such Obligor has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor and constitutes legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respects, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c5(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to Agent and each Lender as follows: (i) Such Obligor has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor and constitutes legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (aA) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (bB) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respectsrespects (and in all respects if any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect) on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c6(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer board observer or director on the Board board of Directors directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 thirty (30) days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor Borrower in Section 7 of the Loan Agreement are true in all material respectsrespects (except to the extent of any unmade changes to schedules that are permitted to be updated in accordance with Section 7.20 of the Loan Agreement), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents to which it is a party remain in full force and effect, undiminished by this Amendment, except as expressly provided hereinherein and in the Fee Letter. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor The Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligorthe Borrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor the Borrower and constitutes a legal, valid and binding obligations obligation of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor the Borrower in Section 7 of the Loan Agreement are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.21 of the Loan Agreement or attached hereto), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to . (v) As of the date hereof to any Lender in its role as a Board Observer or director on hereof, the Board Warrants represent 1.22% of Directors of the Borrower’s fully diluted shares outstanding. (b) Each Obligor The Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on and as of the date hereof, with the same force as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in and correct in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on such earlier date). [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (Bii) such representations and warranties do not take into account any changes that may would be made to the schedules pursuant to Section 4(c) belowcompetitively harmful if publicly disclosed. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate board of directors (or the equivalent thereof) and, if required, by all necessary shareholder (or the equivalent thereof) action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (xw) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (yx) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or Subsidiaries, (y) will not violate any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Authority and (z) will not violate or result in an event of a default under any material indenture, agreement or other instrument binding upon such Obligor Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct, in all material respectseach case on and as of the date hereof, with the same force and effect as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true in all material respects and correct on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower). (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate board of directors and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (xw) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (yx) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or Subsidiaries, (y) will not violate any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Authority and (z) will not violate or result in an event of a default under any material indenture, agreement or other instrument binding upon such Obligor Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respects, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the this Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (biv) The representations and warranties made by or with respect to Borrower in Section 7 of the Loan Agreement are (A) in the case of representations qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects and (B) in the case of all other representations and warranties, true and correct in all material respects (except that the representation regarding representations and warranties that refer to a specific earlier date are true and correct on the basis set forth above as of such earlier date), in each case taking into account any changes made to schedules updated in accordance with Section 7.21 of the Loan Agreement or attached hereto. (v) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor The Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligorthe Borrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor the Borrower and constitutes legal, valid and binding obligations of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effecteffect and the filing of a copy of this Amendment with the SEC following its effectiveness, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor the Borrower in Section 7 of the Loan Agreement are (A) in the case of representations qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects and (B) in the case of all other representations and warranties, true and correct in all material respects, respects (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date were are true in all material respects and correct on the basis set forth above as of such earlier date), and (B) such representations and warranties do not take in each case taking into account any changes that may be made to schedules updated in accordance with Section 7.21 of the schedules pursuant to Section 4(c) belowLoan Agreement or attached hereto. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor The Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to the Administrative Agent and each Lender as follows: (i) Such Obligor has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor and constitutes each of this Amendment and the Credit Agreement, as amended hereby (the “Amended Credit Agreement”),constitutes a legal, valid and binding obligations obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Each of this Amendment and the Amended Credit Agreement (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respects, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Credit Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents (including without limitation the Amended Credit Agreement) to which it is a party and agrees that the such Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Xxxxxxxx has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Xxxxxxxx and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, 292708509 v3 other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on and as of the date hereof, with the same force as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in and correct in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below). (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor Xxxxxxxx acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to each Lender as follows: (i) Such Obligor has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligations obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, other than filings required to be made with the Securities and Exchange Commission, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result immediately after giving effect to this Amendment or the consummation of the Accelmed Transactions. (iii) Except as disclosed by the Borrower in the Borrower’s public filings with the SEC, and after giving effect to this Amendment. (iii) The , the representations and warranties made by or with respect to such Obligor the Borrower in Section 7 of the Loan Agreement are true in all material respectsrespects (taking into account (x) any changes made to schedules updated in accordance with Section 7.21 of the Loan Agreement or attached hereto, and (y) the Accelmed Transactions, the Merger Agreement, the Transaction Agreement and the Trigger Exchange Agreement and the transactions contemplated thereby), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There Except as disclosed by the Borrower in the Borrower’s public filings with the SEC, and after giving effect to this Amendment, there has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower’s most recent financial statements. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligorthe Borrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor the Borrower and constitutes a legal, valid and binding obligations obligation of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default or Event of Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respects, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.248964240 v3

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to Agent and each Lender as follows: (i) Such Obligor has full power, authority and legal right to make and perform this AmendmentAgreement and the Loan Agreement, as modified by this Agreement (the “Amended Loan Agreement”). This Amendment Each of this Agreement and the Amended Loan Agreement is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment Agreement has been duly executed and delivered by such Obligor and each of this Agreement and the Amended Loan Agreement constitutes legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment Each of this Agreement and the Amended Loan Agreement (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this AmendmentAgreement. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Amended Loan Agreement are true and correct in all material respects (and, in all respects, for such representations and warranties that are by their terms already qualified as to materiality) on the date hereof, except that (A) such representations and warranties that refer to a specific earlier date were true and correct in all material respects (and, in all respects, for such representations and warranties that are by their terms already qualified as to materiality) on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this AmendmentAgreement, except as expressly provided herein. By executing this AmendmentAgreement, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this AmendmentAgreement. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on and as of the date hereof, with the same force as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality 264177346 v2 or Material Adverse Effect, in which case they are true in and correct in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below). (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligorthe Borrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor the Borrower and constitutes a legal, valid and binding obligations obligation of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default or Event of Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor the Borrower in Section 7 of the Loan Agreement are true in all material respects, except that (A) such in the case of representations qualified by “materiality,” “Material Adverse Effect” or similar language, true and warranties that refer to a specific earlier date were true correct in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.234986339 v1

Representations and Warranties; Reaffirmation. (a) Each Obligor The Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligorthe Borrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor the Borrower and constitutes legal, valid and binding obligations of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor the Borrower in Section 7 of the Loan Agreement are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.21 of the Loan Agreement), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor The Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor On and as of the date hereof, immediately after giving effect to this Waiver, Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Xxxxxxxx has full power, authority and legal right to make and perform this AmendmentWaiver. This Amendment Waiver is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate board of directors (or the equivalent thereof) and, if required, by all necessary shareholder (or the equivalent thereof) action. This Amendment Waiver has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment Waiver (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement (other than the representations and warranties in Section 7.04(b) and Section 7.11) are true and correct in all material respects (taking in to account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)), in each case on and as of the date hereof, with the same force and effect as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects on such earlier date, and date (B) such representations and warranties do not take taking into account any 286071065 v1 changes that may be made to the schedules pursuant to updated in accordance with Section 4(c) below. (iv) There has been no Material Adverse Effect since the date 7.20 of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to ) (unless qualified ). (iii) No Default or Event of Default under the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the BorrowerLoan Agreement shall have occurred and be continuing. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this AmendmentWaiver, except as expressly provided herein. By executing this AmendmentWaiver, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this AmendmentWaiver. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor a. Borrower hereby represents and warrants to each Lender and the Collateral Agent as follows: (i) Such Obligor i. Xxxxxxxx has full power, all requisite power and authority to enter into this Seventh Amendment and legal right to make and perform this Amendmentcarry out the transactions contemplated hereby. ii. This Amendment is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Seventh Amendment has been duly executed and delivered by such Obligor and constitutes legalXxxxxxxx and, subject to the Legal Reservations, is the legally valid and binding obligations obligation of such ObligorPerson, enforceable against such Obligor Person in accordance with its respective terms. iiiT. he execution, delivery and performance by Borrower of this Seventh Amendment have been duly authorized and do not and will not: (A) contravene the terms of such Person’s Operating Documents; (B) violate any Requirements of Law, except as to the extent that such enforceability may violation could not, individually or in the aggregate, reasonably be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered expected to result in a proceeding Material Adverse Change; (C) conflict with or result in equity any breach or at law). This Amendment (x) does not contravention of, or require any consent payment to be made under any provision of any security issued by such Person or approval ofof any agreement, registration instrument or other undertaking to which such Person is a party or affecting such Person or the assets or properties of such Person or any of its Subsidiaries or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Person or any of its properties or assets are subject, except to the extent that such conflict, breach, contravention or payment could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (D) require any Governmental Approval, or other action by, or notice to, or filing with, or any other action by, any Governmental Authority (except such Governmental Approvals or any third partyother actions, except for such as notices and filings which have been obtained duly obtained, taken, given or made on or before the Seventh Amendment Effective Date and are in full force and effect), (y) will not violate any applicable law or regulation or the charterexcept for those approvals, bylaws consents, exemptions, authorizations or other organizational documents actions, notices or filings, the failure of such Obligor and its Subsidiaries which to obtain or any order of any Governmental Authority, other than any such violations thatmake could not, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse EffectChange; (E) require any approval, consent, exemption or authorization, or other action by, or notice to, or filing with, any Person other than a Governmental Authority, including such Person’s stockholders, members or partners, (z) except such approvals, consents, exemptions, authorizations, actions, notices and filings which have been or will not violate be duly obtained, taken, given or made on or before the Seventh Amendment Effective Date and are in full force and effect), except for those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; or (F) constitute a material breach of or a material default under (which such default has not been cured or waived) or an event of default under any material indenture(or the equivalent thereof, agreement or other instrument binding upon such Obligor and its Subsidiaries or assetshowever described) under, or could reasonably be expected to give rise to a right thereunder to require any payment to be made by any the cancellation, termination or invalidation of or the acceleration of such Person’s or any Subsidiary’s obligations under, any Material Contract. (ii) No Default has occurred or is continuing or will result b. Both before and immediately after giving effect to this Seventh Amendment, no Event of Default or Default has occurred. (iii) The representations c. Borrower, on its own behalf and warranties made by or with respect to such Obligor in Section 7 on behalf of the Loan Agreement are true in all material respectseach other Credit Party, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its and each of their obligations under the Loan Documents to which it or any of them is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Seventh Amendment, except as expressly provided herein. By executing this Seventh Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Seventh Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this AmendmentWaiver. This Amendment Waiver is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate board of directors (or the equivalent thereof) and, if required, by all necessary shareholder (or the equivalent thereof) action. This Amendment Waiver has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment Waiver (xw) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (yx) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or Subsidiaries, (y) will not violate any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Authority and (z) will not violate or result in an event of a default under any material indenture, agreement or other instrument binding upon such Obligor Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct, in all material respectseach case on and as of the date hereof, with the same force and effect as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true in all material respects and correct on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower). (b) Each Obligor Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this AmendmentWaiver, except as expressly provided herein. By executing this AmendmentWaiver, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this AmendmentWaiver. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on and as of the date hereof, with the same force as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in and correct in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on such earlier date, ). [***] Certain information in this document has been omitted and (B) such representations filed separately with the Securities and warranties do not take into account any changes that may be made Exchange Commission. Confidential treatment has been requested with respect to the schedules pursuant to Section 4(c) below.omitted portions (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided and the Lenders updated versions hereby acknowledge and agree that, upon an event of an acceleration or other mandatory prepayment event, the schedules “Redemption Date” for purposes of calculating the Loan Agreement that are permitted to Prepayment Premium due and payable upon such acceleration or other mandatory prepayment will be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement acceleration or any other provision of the Loan Documents such obligation to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Defaultmandatorily prepay arose.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as followsthat: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this AmendmentWaiver. This Amendment Waiver is within such ObligorBorrower’s corporate or equivalent powers and has been duly authorized by all necessary corporate or equivalent action and, if required, by all necessary shareholder action. This Amendment Waiver has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment Waiver (xw) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (yx) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor and Borrower or any of its Subsidiaries or Subsidiaries, (y) will not violate any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Authority and (z) will not violate or result in an event of a default under any material indenture, agreement or other instrument binding upon such Obligor Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or and is continuing or will result after giving effect to this AmendmentWaiver. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respects, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no No Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior occurred or is reasonably likely to the date hereof occur after giving effect to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrowerthis Waiver. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations (including its payment obligations under Section 13.03(a)(i)(z) of the Loan Agreement) under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this AmendmentWaiver, except as expressly provided herein. By executing this AmendmentWaiver, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this AmendmentWaiver. (c) The Borrower has previously provided Borrower, each Guarantor, Administrative Agent and the Lenders updated versions hereby acknowledge and agree that, upon an event of an acceleration or other mandatory prepayment event, the schedules “Redemption Date” for purposes of calculating the Loan Agreement that are permitted to Prepayment Premium due and payable upon such acceleration or other mandatory prepayment will be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement acceleration or any other provision of the Loan Documents such obligation to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Defaultmandatorily prepay arose.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor Borrower in Section 7 of the Loan Agreement are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement or attached hereto), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents to which it is a party remain in full force and effect, undiminished by this Amendment, except as expressly provided hereinherein and in the Fee Letter. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on and as of the date hereof, with the same force as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in and correct in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below). 199825138 v6 Agreement. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower.Loan (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorXxxxxxxx’s corporate powers and has been duly authorized by all necessary corporate the Borrower’s board of directors and, if required, by all necessary shareholder (or the equivalent thereof) action. This Amendment has been duly executed and delivered by such Obligor Xxxxxxxx and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result Immediately after giving effect to this Amendment. (iii) The , the representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement (other than the representations and warranties in Section 7.04(b) and Section 7.11) are true and correct in all material respects (taking in to account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)), in each case on and as of the date hereof, with the same force and effect as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects on such earlier date, and date (B) such representations and warranties do not take taking into account any changes that may be made to the schedules pursuant to updated in accordance with Section 4(c) below. (iv) There has been no Material Adverse Effect since the date 7.20 of the Loan Agreement) (unless qualified). (iii) Immediately after giving effect to this Amendment, other than any Material Adverse Effect that has been communicated prior to no Default or Event of Default under the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the BorrowerLoan Agreement shall have occurred and be continuing. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to each Lender as follows: (i) Such Obligor has full power, authority and legal right to make and perform this AmendmentAgreement. This Amendment Agreement is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment Agreement has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligations obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment Agreement (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after After giving effect to this AmendmentAgreement, no Default (excluding the Specified Default) has occurred and is continuing. (iii) The Except as disclosed by Borrower to the Lenders prior to the date hereof or in the Borrower’s public filings with the SEC, the representations and warranties made by or with respect to such Obligor the Borrower and its Subsidiaries in Section 7 of the Loan Agreement are true in all material respects (or in all respects, to the extent qualified by materiality or reference to “Material Adverse Effect”), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects (or in all respects, to the extent qualified by materiality or reference to “Material Adverse Effect”) on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There Except as disclosed by Borrower to the Lenders prior to the date hereof or in the Borrower’s public filings with the SEC, there has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this AmendmentAgreement, except as expressly provided herein. By executing this AmendmentAgreement, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this AmendmentAgreement. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions authorized by all necessary corporate action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on and as of the date hereof, with the same force as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in and correct in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below). (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to Administrative Agent and each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate or equivalent powers and has been duly authorized by all necessary corporate or equivalent action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (xw) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (yx) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect, (y) will not violate any order of any Governmental Authority other than any such violations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (z) will not violate or result in an event of a default under any material indenture, agreement or instrument governing any Indebtedness of Borrower or its Subsidiaries or any other material agreement or instrument binding upon such Obligor Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this AmendmentConsent. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respects, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect Change since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein, including, for the avoidance of doubt, Administrative Agent’s rights pursuant to Sections 8.01, 8.02 and 8.06 of the Loan Agreement. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. For the avoidance of doubt, the parties confirm that the waiver of Sections 6.03(d), (e) and (f) in the Waiver continue to apply. (c) The Borrower has previously provided Borrower, Administrative Agent and the Lenders updated versions hereby acknowledge and agree that, upon an event of an acceleration or other mandatory prepayment event, the schedules “Redemption Date” for purposes of calculating the Loan Agreement that are permitted to Prepayment Premium due and payable upon such acceleration or other mandatory prepayment will be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement acceleration or any other provision of the Loan Documents such obligation to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Defaultmandatorily prepay arose.

Representations and Warranties; Reaffirmation. (a) Each Obligor The Obligors hereby represents jointly and warrants severally represent and warrant to each Lender as follows: (ia) Such Each Obligor has full power, authority and legal right to make and perform this Fifth Amendment. This Fifth Amendment is within such each Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Fifth Amendment has been duly executed and delivered by each Obligor and each of this Fifth Amendment, the Restated Warrant Certificate and the Credit Agreement, as amended hereby, and each other Loan Document to which such Obligor and is a party constitutes a legal, valid and binding obligations obligation of such Obligor, enforceable against such each Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment Neither this Fifth Amendment, Restated Warrant Certificate, nor the Credit Agreement (x) does not require requires any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate violates any applicable law or regulation Law or the charter, bylaws or other organizational documents of such any Obligor and or any of its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, or (z) will not violate violates or would reasonably be expected to result in an event of default under any material indenture, agreement or other instrument Material Agreement binding upon such Obligor and or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (iib) The representations and warranties set forth in each Loan Document, in each case, are true and correct in all material respects with the same effect as if then made (unless (c) No Default or Event of Default has occurred or is continuing or will result after giving effect to this Fifth Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respects, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Except to the extent expressly amended or otherwise modified pursuant to this Fifth Amendment, each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under each Loan Document (including without limitation the Loan Documents Credit Agreement and Restated Warrant Certificate) to which it is a party and agrees that the each such Loan Documents remain Document remains in full force and effect, undiminished by this Fifth Amendment, except as expressly provided herein; provided that, after the Fifth Amendment Effective Date, all references in any Loan Document to the “Credit Agreement”, “Loan Document”, “Restated Warrant Certificate”, “thereunder”, “thereof”, or words of similar import shall mean the Existing Credit Agreement and the Loan Documents, as amended or otherwise modified by this Fifth Amendment. By executing this Fifth Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Fifth Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor hereby represents and warrants to each Lender as follows: (i) Such Obligor has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligations obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.21 of the Loan Agreement or attached hereto), except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect Change since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor The Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligorthe Borrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor the Borrower and constitutes a legal, valid and binding obligations obligation of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effecteffect and the filing of a copy of this Amendment with the SEC following its effectiveness, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor the Borrower in Section 7 of the Loan Agreement are (A) in the case of representations qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects and (B) in the case of all other representations and warranties, true and correct in all material respects, respects (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date were are true in all material respects and correct on the basis set forth above as of such earlier date), and (B) such representations and warranties do not take in each case taking into account any changes that may be made to schedules updated in accordance with Section 7.21 of the schedules pursuant to Section 4(c) belowLoan Agreement or attached hereto. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor The Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, [****] = = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on and as of the date hereof, with the same force as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in and correct in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below). (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Xxxxxxxx has full power, authority and legal right to make and perform this Amendment. This Amendment is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Xxxxxxxx and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct in all material respectsrespects (taking into account any changes made to schedules updated in 264177346 v2 accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on and as of the date hereof, with the same force as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in and correct in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)) on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below). (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor Xxxxxxxx acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor has Borrowers have full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligoreach Borrower’s corporate or equivalent powers and has have been duly authorized by all necessary corporate or equivalent action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor Borrowers and constitutes a legal, valid and binding obligations obligation of such ObligorBorrowers, enforceable against such Obligor Borrowers in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (xw) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (x) will not violate any order of any Governmental Authority, (y) will not violate any applicable law or regulation or the charter, bylaws bylaws, constitutional or other organizational documents of such Obligor Parent and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (z) will not violate or result in an event of a default under any material indenture, agreement or other instrument binding upon such Obligor Parent and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or and is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor Borrowers in Section 7 of the Loan Agreement are true in all material respectsand correct on and as of the date hereof, and immediately after giving effect to this Amendment, with the same force and effect as if made on and as of such date (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true in all material respects and correct on such earlier date), and (B) such representations and warranties do not take in each case taking into account any changes that may be made to schedules updated in accordance with Section 7.21 of the schedules pursuant to Section 4(c) belowLoan Agreement or attached hereto. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided Borrowers and Lenders hereby acknowledge and agree that upon an event of an acceleration or other mandatory prepayment event, the Lenders updated versions “Redemption Date” for purposes of calculating the schedules of the Loan Agreement that are permitted to Prepayment Premium due and payable upon such acceleration or other mandatory prepayment will be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement acceleration or any other provision of the Loan Documents such obligation to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Defaultmandatorily prepay arose.

Representations and Warranties; Reaffirmation. (a) Each Obligor On and as of the date hereof, immediately after giving effect to this Waiver, Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Xxxxxxxx has full power, authority and legal right to make and perform this AmendmentWaiver. This Amendment Waiver is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate board of directors (or the equivalent thereof) and, if required, by all necessary shareholder (or the equivalent thereof) action. This Amendment Waiver has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment Waiver (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true and correct in all material respectsrespects (taking in to account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)), in each case on and as of the date hereof, with the same force and effect as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects on such earlier date, and date (B) such representations and warranties do not take taking into account any changes that may be made to the schedules pursuant to updated in accordance with Section 4(c) below. (iv) There has been no Material Adverse Effect since the date 7.20 of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to ) (unless qualified ). (iii) No Default or Event of Default under the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the BorrowerLoan Agreement shall have occurred and be continuing. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this AmendmentWaiver, except as expressly provided herein. By executing this AmendmentWaiver, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan AgreementWaiver. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.280812333 v4 280812333 v4

Representations and Warranties; Reaffirmation. (a) Each Obligor The Borrower hereby represents and warrants to the Agent and each Lender as follows: (i) Such Obligor The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligorthe Borrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor the Borrower and constitutes legal, valid and binding obligations of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor the Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon such Obligor the Borrower and its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respects, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor The Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided Agent and the Lenders updated versions signatory hereto hereby represent and warrant to the Borrower that (i) the parties listed on the signature pages hereof under the heading “LENDERS” constitute all the Lenders party to the Loan Agreement as of the schedules date hereof, and collectively, hold greater than 50% of the Commitment (and Loans), and (ii) upon the due execution of this Amendment by the Agent and such Lenders, and the fulfilment of all other conditions precedent set forth under Section 3, this Amendment shall be effective pursuant to Section 11.05(c) of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 and shall constitute legal, valid and binding obligations of the Loan Agreement. If Agent and the Lenders, enforceable against the Agent and such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, Lenders in accordance with Section 7.20 its terms, except as such enforceability may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the Loan Agreement, enforcement of creditors’ rights and (2) the application of general principles of equity (regardless of whether such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement enforceability is considered in a proceeding in equity or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Defaultat law).

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this AmendmentConsent. This Amendment Consent is within such ObligorBorrower’s corporate powers and has been duly authorized by all necessary corporate board of directors (or the equivalent thereof) and, if required, by all necessary shareholder (or the equivalent thereof) action. This Amendment Consent has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment Consent (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement (other than the representations and warranties in Section 7.04(b) and Section 7.11) are true and correct in all material respects (taking in to account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)), in each case on and as of the date hereof, with the same force and effect as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects on such earlier date, and date (B) such representations and warranties do not take taking into account any changes that may be made to the schedules pursuant to updated in accordance with Section 4(c) below. (iv) There has been no Material Adverse Effect since the date 7.20 of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to ) (unless qualified). (iii) No Default or Event of Default under the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the BorrowerLoan Agreement shall have occurred and be continuing. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor a. Borrower hereby represents and warrants to each Lender and the Collateral Agent as follows: (i) Such Obligor i. Xxxxxxxx has full power, all requisite power and authority to enter into this Seventh Amendment and legal right to make and perform this Amendmentcarry out the transactions contemplated hereby. ii. This Amendment is within such Obligor’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Seventh Amendment has been duly executed and delivered by such Obligor and constitutes legalXxxxxxxx and, subject to the Legal Reservations, is the legally valid and binding obligations obligation of such ObligorPerson, enforceable against such Obligor Person in accordance with its respective terms. iii. The execution, delivery and performance by Borrower of this Seventh Amendment have been duly authorized and do not and will not: (A) contravene the terms of such Person’s Operating Documents; (B) violate any Requirements of Law, except as to the extent that such enforceability may violation could not, individually or in the aggregate, reasonably be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered expected to result in a proceeding Material Adverse Change; (C) conflict with or result in equity any breach or at law). This Amendment (x) does not contravention of, or require any consent payment to be made under any provision of any security issued by such Person or approval ofof any agreement, registration instrument or other undertaking to which such Person is a party or affecting such Person or the assets or properties of such Person or any of its Subsidiaries or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Person or any of its properties or assets are subject, except to the extent that such conflict, breach, contravention or payment could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (D) require any Governmental Approval, or other action by, or notice to, or filing with, or any other action by, any Governmental Authority (except such Governmental Approvals or any third partyother actions, except for such as notices and filings which have been obtained duly obtained, taken, given or made on or before the Seventh Amendment Effective Date and are in full force and effect), (y) will not violate any applicable law or regulation or the charterexcept for those approvals, bylaws consents, exemptions, authorizations or other organizational documents actions, notices or filings, the failure of such Obligor and its Subsidiaries which to obtain or any order of any Governmental Authority, other than any such violations thatmake could not, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse EffectChange; (E) require any approval, consent, exemption or authorization, or other action by, or notice to, or filing with, any Person other than a Governmental Authority, including such Person’s stockholders, members or partners, (z) except such approvals, consents, exemptions, authorizations, actions, notices and filings which have been or will not violate be duly obtained, taken, given or made on or before the Seventh Amendment Effective Date and are in full force and effect), except for those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; or (F) constitute a material breach of or a material default under (which such default has not been cured or waived) or an event of default under any material indenture(or the equivalent thereof, agreement or other instrument binding upon such Obligor and its Subsidiaries or assetshowever described) under, or could reasonably be expected to give rise to a right thereunder to require any payment to be made by any the cancellation, termination or invalidation of or the acceleration of such Person’s or any Subsidiary’s obligations under, any Material Contract. (ii) No Default has occurred or is continuing or will result b. Both before and immediately after giving effect to this Seventh Amendment, no Event of Default or Default has occurred. (iii) The representations c. Borrower, on its own behalf and warranties made by or with respect to such Obligor in Section 7 on behalf of the Loan Agreement are true in all material respectseach other Credit Party, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its and each of their obligations under the Loan Documents to which it or any of them is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Seventh Amendment, except as expressly provided herein. By executing this Seventh Amendment, each Obligor Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Seventh Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor The Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor : The Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within such Obligorthe Borrower’s corporate powers and has been duly authorized by all necessary corporate action and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by such Obligor the Borrower and constitutes a legal, valid and binding obligations obligation of such Obligorthe Borrower, enforceable against such Obligor the Borrower in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (bii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of such Obligor and its Subsidiaries the Borrower or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iiib) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement are true in all material respects, except that (A) such representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date, and (B) such representations and warranties do not take into account any changes that may be made to the schedules pursuant to Section 4(c) below. (iv) There has been no Material Adverse Effect since the date of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the Borrower. (b) Each Obligor Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.

Representations and Warranties; Reaffirmation. (a) Each Obligor Borrower hereby represents and warrants to each Lender as follows: (i) Such Obligor Borrower has full power, authority and legal right to make and perform this AmendmentConsent. This Amendment Consent is within such ObligorXxxxxxxx’s corporate powers and has been duly authorized by all necessary corporate the Borrower’s board of directors and, if required, by all necessary shareholder (or the equivalent thereof) action. This Amendment Consent has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligations obligation of such ObligorBorrower, enforceable against such Obligor Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment Consent (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of such Obligor Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect and (z) will not violate or result in an event of a default under any material indenture, Material Agreement or agreement creating or other instrument binding upon such Obligor and its Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person. (ii) No Default has occurred or is continuing or will result after giving effect to this Amendment. (iii) The representations and warranties made by or with respect to such Obligor in Section 7 of the Loan Agreement (other than the representations and warranties in Section 7.04(b) and Section 7.11) are true and correct in all material respects (taking in to account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified by materiality or Material Adverse Effect, in which case they are true in all material respectsrespects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)), in each case on and as of the date hereof, with the same force and effect as if made on and as of the date hereof (except that (A) such the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects on such earlier date, and date (B) such representations and warranties do not take taking into account any changes that may be made to the schedules pursuant to updated in accordance with Section 4(c) below. (iv) There has been no Material Adverse Effect since the date 7.20 of the Loan Agreement, other than any Material Adverse Effect that has been communicated prior to ) (unless qualified). (iii) No Default or Event of Default under the date hereof to any Lender in its role as a Board Observer or director on the Board of Directors of the BorrowerLoan Agreement shall have occurred and be continuing. (b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. (c) The Borrower has previously provided the Lenders updated versions of the schedules of the Loan Agreement that are permitted to be updated pursuant to Section 7.20 of the Loan Agreement. If such revised schedules are not current to a material extent on the effective date of this Amendment, each Obligor shall update, in accordance with Section 7.20 of the Loan Agreement, such schedules within 30 days after the date hereof. Notwithstanding Section 7.20 of the Loan Agreement or any other provision of the Loan Documents to the contrary, any such updates shall be in form and substance satisfactory to the Lenders. Any failure to comply with this post-closing covenant shall constitute an immediate Event of Default.