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

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

Representations and Warranties; No Default. By its their execution hereof, (a) the Borrower and each Subsidiary Grantor hereby certifies, represents and warrants that: (i) to the Administrative Agent and the Lenders that after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties contained set forth in each the Credit Agreement and the other Loan Document (including this Agreement) are Documents is true and correct in all material respects on and as of the First Amendment Effective Date, other than date hereof (except to the extent that (A) any such representations representation or warranties thatwarranty that is qualified by materiality or by reference to Material Adverse Effect, by their express terms, refer in which case such representation or warranty is true and correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case they such representation or warranty shall have been remain true and correct in all material respects on and as of such earlier date, except ) and that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and or is continuing as of the First Amendment Effective Date; andcontinuing; (b) the Borrower Borrower, the Parent and each of the Subsidiary Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrower, the Parent and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Parent and each of the Subsidiary Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its their execution hereof, (a) the Borrower, the Original U.S. Borrower and each Grantor hereby certifies, represents and warrants that: (i) to the Administrative Agent and the Lenders that after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties contained set forth in each the Credit Agreement and the other Loan Document (including this Agreement) are Documents is true and correct in all material respects on and as of the First Amendment Effective Date, other than date hereof (except to the extent that (i) any such representations representation or warranties thatwarranty that is qualified by materiality or by reference to Material Adverse Effect, by their express terms, refer in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case they such representation or warranty shall have been remain true and correct in all material respects on and as of such earlier date, except ) and that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and or is continuing as of the First Amendment Effective Date; andcontinuing; (b) the Borrower Borrower, the Original U.S. Borrower, the Parent and each of the Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

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

Representations and Warranties; No Default. By its their execution hereof,, each Loan Party hereby represents and warrants as follows: (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Such Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it Party has the right, power and authority and has taken all necessary corporate and other action to authorize the executionexecution and delivery of, delivery and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andparty. (iib) this This Agreement and each other document executed in connection herewith has been duly executed and delivered by the its duly authorized officer of the Borrowerofficers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and the transactions contemplated hereby. (e) No Loan Party is an EEA Financial Institution.

Representations and Warranties; No Default. By its their execution hereof,, each Loan Party hereby represents and warrants as follows: (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Such Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it Party has the right, power and authority and has taken all necessary corporate and other action to authorize the executionexecution and delivery of, delivery and the performance in accordance with their respective terms of the transactions consented to in, this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andparty. (iib) this Agreement This Amendment and each other document executed in connection herewith has been duly executed and delivered by the its duly authorized officer of the Borrowerofficers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof and on the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Amendment and the transactions contemplated hereby. (e) No Loan Party is an Affected Financial Institution.

Representations and Warranties; No Default. By its their execution hereof, (a) , the Borrower represents and warrants that: (i) the representations and warranties contained in each Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower Subsidiary Guarantor hereby certifies, represents and warrants to the Administrative Agent and the Lenders thatthat after giving effect to this Amendment: (ia) the representations and warranties of the Borrower and each other Credit Party contained in Article VI of the Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects and the representations and warranties of the Borrower and each other Credit Party contained in Article VI of the Credit Agreement and each other Loan Document that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (b) no Default or Event of Default has occurred or is continuing; (c) it has the right, power and authority and has taken all necessary corporate and corporate, limited liability company or other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (iid) this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the BorrowerBorrower and each of the Subsidiary Guarantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Subsidiary Guarantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

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

Representations and Warranties; No Default. By its their execution hereof, (a) the Parent, the Borrower and each of the Grantors hereby certifies, represents and warrants that: (i) to the Administrative Agent and the Lenders that after giving effect to the amendments set forth in Section 2 above and the waivers set forth in Section 3 above, each of the representations and warranties contained set forth in each the Credit Agreement and the other Loan Document (including this Agreement) are Documents is true and correct in all material respects on and as of the First Amendment Effective Date, other than date hereof (except to the extent that (A) any such representations representation or warranties thatwarranty that is qualified by materiality or by reference to Material Adverse Effect, by their express terms, refer in which case such representation or warranty is true and correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case they such representation or warranty shall have been remain true and correct in all material respects on and as of such earlier date, except ) and that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and or is continuing as of the First Amendment Effective Date; andcontinuing; (b) the Parent, the Borrower and each of the Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the BorrowerParent, the Borrower and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerParent, the Borrower and each of the Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ ' rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its their execution hereof, (a) the Parent, the Borrower and each of the Grantors hereby certifies, represents and warrants that: (i) to the Administrative Agent and the Lenders that after giving effect to the consent set forth in Section 2 and the amendments set forth in Section 3 above, each of the representations and warranties contained set forth in each the Credit Agreement and the other Loan Document (including this Agreement) are Documents is true and correct in all material respects on and as of the First Amendment Effective Date, other than date hereof (except to the extent that (A) any such representations representation or warranties thatwarranty that is qualified by materiality or by reference to Material Adverse Effect, by their express terms, refer in which case such representation or warranty is true and correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case they such representation or warranty shall have been remain true and correct in all material respects on and as of such earlier date, except ) and that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and or is continuing as of the First Amendment Effective Date; andcontinuing; (b) the Parent, the Borrower and each of the Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and; (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the BorrowerParent, the Borrower and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerParent, the Borrower and each of the Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; and (iii) neither EDC nor Fairfax is an Affiliate of the Borrower or any of its Subsidiaries.

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

Representations and Warranties; No Default. By its execution hereof, After giving effect to the Waiver and amendments, as applicable, contained herein, on each of the Waiver Effective Date and the Amendment No. 5 Effective Date the Loan Parties hereby confirm that: (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly authorized, executed and delivered by the duly authorized officer of the Borrower, each Loan Party and each such document constitutes the legal, valid and binding obligation obligations of the Borrower, such Loan Party enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; (b) the representations and warranties set forth in Article V of the Amended Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Waiver Effective Date with the same effect as though made on and as of the Waiver Effective Date (provided, however, that, for purposes of this clause (b), (i) all references to the “Amendment No. 5 Effective Date” in Article V of the Amended Credit Agreement (other than the representations and warranties set forth in Sections 5.01(p) (which for purposes of this Section 4(b) shall not give effect to the Amendment No. 5 Transactions), (t) (which for purposes of this Section 4(b) shall not give effect to the Amendment No. 5 Transactions), (bb)(iii) and (cc) of the Amended Credit Agreement) shall be deemed to refer to the Waiver Effective Date and such representations and warranties shall be subject to the schedules attached hereto and (ii) any such representation and warranty that is already qualified by materiality shall be true and correct in all respects); (c) the representations and warranties set forth in Article V of the Amended Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Amendment No. 5 Effective Date with the same effect as though made on and as of the Amendment No. 5 Effective Date (provided, however, that such representations and warranties shall be subject to the schedules attached hereto and any updated schedules delivered by the Borrower pursuant to, and permitted by, Section 6(xviii), as applicable and (ii) any such representation and warranty that is already qualified by materiality shall be true and correct in all respects) and (d) no Default has occurred and is continuing under the Credit Agreement.

Representations and Warranties; No Default. By its execution hereof, (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) it after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof) and that no Default or Event of Default has occurred or is continuing; (b) the Borrower and each of the Subsidiary Grantors has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and; (iic) this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the BorrowerBorrower and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Subsidiary Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; and (d) Alpha-Bravo Merger Sub, Inc. has no assets or liabilities and does not engage in any business, operations or activities.

Representations and Warranties; No Default. By its execution hereof, (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) it All Communications Licenses are held by License Subsidiaries as of the date hereof. (b) After giving effect to the amendments set forth in Section 2(n) above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of the date hereof as if fully set forth herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred and is continuing as of the date hereof. (c) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andterms. (iid) this Agreement This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrower, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ ' rights in general and the availability of equitable remedies.

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

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

Representations and Warranties; No Default. By its execution hereof, (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (a) after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) it any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing; (b) the Borrower and each of the Subsidiary Grantors has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (iic) this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the BorrowerBorrower and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Subsidiary Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its execution hereof, (a) each of the Borrower and the other Loan Parties represents and warrants that: (i) that the representations and warranties contained in each Loan Document (including this Amendment and the Credit Agreement) are true and correct in all material respects on and as of the First Amendment Effective Datedate hereof, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except date and that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and; (b) each of the Borrower and the Guarantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, execution and delivery of this Amendment and the performance of this Amendment, the Credit Agreement, the Guaranty Agreement, the Collateral Agreement and each other document executed in connection herewith or therewith to which it is a party in accordance with their respective terms and the transactions contemplated herebyhereby or thereby; and (ii) this Amendment, the Guaranty Agreement, the Collateral Agreement and each other document executed in connection herewith or therewith has been duly executed and delivered by the duly authorized officer officers of the Borrowereach Loan Party, and each such document constitutes the legal, valid and binding obligation of the Borrowereach such Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its their execution hereof, (a) , Holdings, the Borrower represents and warrants that: (i) the representations and warranties contained in each Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower Subsidiary Guarantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true, correct and complete in all material respects as of the date hereof, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true, correct and complete as of such earlier date; provided, that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true, correct and complete in all respects as of the date hereof; (b) no Default or Event of Default has occurred or is continuing; (c) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (iid) this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of Holdings, the Borrower and each of the BorrowerSubsidiary Guarantors, and each such document constitutes the legal, valid and binding obligation of Holdings, the BorrowerBorrower and each of the Subsidiary Guarantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its execution hereof, Each Credit Party hereby jointly and severally represent and warrant to the Lender that (a) the Borrower represents and warrants that: (i) the all of Credit Parties' representations and warranties contained in each the Credit Agreement, the other Loan Document (including Documents and this Agreement) Amendment are true and correct in all material respects on and as of the First date of this Amendment Effective Date(or, other than if any such representations representation or warranties that, by their express terms, refer warranty is expressly stated to an earlier have been made as of a specific date, in which case they shall have been true and correct in all material respects on and as of such earlier specific date) except, except that for purposes of this Amendment, in the representations and warranties contained in of Section 5.05 case of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to representation set forth in Section 5.05 6.1(q) of the Credit Agreement, as reflected in the Borrower's interim financial statements for the period ending November 30, 1999; and (iib) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Datesuch date under any Loan Document; and (bc) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it each Credit Party has the right, power and authority to enter into this Amendment and has taken the other Amendment Documents to which it is a party and to perform all necessary corporate of its obligations hereunder and other action to authorize thereunder; (d) the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms Amendment and the transactions contemplated herebyAmendment Documents have been duly authorized by all necessary corporate or partnership action on the part of each Credit Party; and (iie) this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer of the Borrower, and each such document constitutes Amendment Documents are the legal, valid and binding obligation obligations of the BorrowerCredit Parties party thereto, enforceable in accordance with its their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ ' rights in general and the availability of equitable remedies; and (f) the execution and delivery of this Amendment and the Amendment Documents and performance thereof by the Credit Parties do not and will not violate the Certificate or Articles of Incorporation, By-laws or other organizational documents of any Credit Party and do not and will not violate or conflict with any law, order, writ, injunction, or decree of any court, administrative agency or other governmental authority applicable to any Credit Party or its properties.

Representations and Warranties; No Default. By its their execution hereof, (a) the Borrower, the Original U.S. Borrower and each Grantor hereby certifies, represents and warrants that: (i) to the Administrative Agent and the Lenders that after giving effect to the amendments set forth in Sections 2 and 3 above, each of the representations and warranties contained set forth in each the Credit Agreement and the other Loan Document (including this Agreement) are Documents is true and correct in all material respects on and as of the First Amendment Effective Date, other than date hereof (except to the extent that (i) any such representations representation or warranties thatwarranty that is qualified by materiality or by reference to Material Adverse Effect, by their express terms, refer in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case they such representation or warranty shall have been remain true and correct in all material respects on and as of such earlier date, except ) and that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and or is continuing as of the First Amendment Effective Date; andcontinuing; (b) the Borrower Borrower, the Original U.S. Borrower, the Parent and each of the Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its execution hereof, (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) it After giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of the date hereof as if fully set forth herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred and is continuing as of the date hereof. (b) It has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andterms. (iic) this Agreement This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrower, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ ' rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. (a) By its execution hereof, (a) the Borrower represents and warrants that, each Loan Party hereby certifies that after giving effect to this Amendment: (i) each of the representations and warranties contained set forth in each the Credit Agreement and the other Loan Document (including this Agreement) are Documents is true and correct in all material respects on and as of the First Amendment Effective Datedate hereof as if fully set forth herein, other than any except: (A) to the extent that such representations or and warranties that, by their express terms, specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, ; (B) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.05 6.01 of the Credit Agreement; (C) that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof (subject to clause (A) above); and (ii) no Default or Event of Default (other than the anticipated Event of Default under Section 7.12(b) of the Credit Agreement for the fiscal quarter ended December 31, 2013) has occurred and is continuing as of the First Amendment Effective Date; anddate hereof or would result after giving effect to the transactions contemplated hereunder. (b) the Borrower By its execution hereof, each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it that such Person has the right, all requisite power and authority and has taken all necessary corporate and or other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andterms. (iic) this Agreement This Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrowereach Loan Party, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its their execution hereof, (a) the Borrower and each Subsidiary Grantor hereby certifies, represents and warrants that: (i) to the Administrative Agent and the Lenders that after giving effect to the waiver set forth in Section 2 above and the amendments set forth in Section 3 above, each of the representations and warranties contained set forth in each the Credit Agreement and the other Loan Document (including this Agreement) are Documents is true and correct in all material respects on and as of the First Amendment Effective Date, other than date hereof (except to the extent that (A) any such representations representation or warranties thatwarranty that is qualified by materiality or by reference to Material Adverse Effect, by their express terms, refer in which case such representation or warranty is true and correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case they such representation or warranty shall have been remain true and correct in all material respects on and as of such earlier date, except ) and that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and or is continuing as of the First Amendment Effective Date; andcontinuing; (b) the Borrower Borrower, the Parent and each of the Subsidiary Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrower, the Parent and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Parent and each of the Subsidiary Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ ' rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its execution hereof, (a) In order to induce the Borrower represents Required Lenders to enter into this Amendment, the Borrowers (other than Cable Car, solely with respect to Section 6.8 of the Existing Credit Agreement) hereby jointly and warrants that: severally (i) confirm, reaffirm and restate that the representations and warranties contained set forth in Article VI of the Existing Credit Agreement and in each other Loan Document (including this Agreementin each case as amended hereby) are true and correct in all material respects on as of the date hereof and as of the First Second Amendment Effective Date, other than any Date (unless such representations or and warranties that, by their express terms, refer are stated to relate to an earlier date, in which case they such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations ) and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) represent and warrant that, both immediately before and after giving effect to the amendments and waivers set forth herein, no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; andcontinuing. (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the The execution, delivery and performance by each Borrower of this Agreement Amendment, the Notes and each other document Loan Document executed or to be executed by it are within each such Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Borrower's Organic Documents, (ii) contravene any material contractual restriction, law or governmental regulation or court decree or order binding on or affecting such Borrower, or (iii) result in, or require the creation or imposition of, any Lien (other than Liens permitted under the Loan Documents) on any of such Borrower's properties. (c) This Amendment, the Notes and each other Loan Document executed by each Borrower in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer of the Borrower, and each such document constitutes constitute the legal, valid and binding obligation obligations of the Borrower, such Borrower enforceable in accordance with its their respective terms, except as may be limited by in each case subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or similar state affecting creditors' rights generally, general principles (whether considered in a proceeding in equity or federal debtor relief laws from time at law) and an implied covenant of good faith and fair dealing. (d) Cable Car further represents and warrants that, both immediately before and after giving effect to time the amendments set forth herein, (i) Cable Car has no outstanding Indebtedness other than as set forth in effect Item 7.2.2(c) of the Disclosure Schedule attached hereto, (ii) Cable Car has no Subsidiaries other than Old San Francisco and Fountain Classics, as set forth on Item 6.8 of the Disclosure Schedule attached hereto, (iii) Cable Car and its Subsidiaries own no real property having a value in excess of $1,000,000 and (iv) Cable Car and its Subsidiaries have no lease of real property on which affect such Person holds personal property having a value in excess (or anticipated during the enforcement of creditors’ rights in general and the availability of equitable remediesrelevant leasehold term to exceed) $1,000,000.

Representations and Warranties; No Default. By its their execution hereof,, each Loan Party hereby represents and warrants as follows: (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Such Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it Party has the right, power and authority and has taken all necessary corporate and other action to authorize the executionexecution and delivery of, delivery and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andparty. (iib) this This Agreement and each other document executed in connection herewith has been duly executed and delivered by the its duly authorized officer of the Borrowerofficers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof and on the Consent Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default (as defined in the Credit Agreement) and no Voting Transfer Event (as defined in the Deeds of Pledge) has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and the transactions contemplated hereby. (e) No Loan Party is an Affected Financial Institution.

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

Representations and Warranties; No Default. By its execution hereof,, each Loan Party hereby certifies, represents and warrants to the Administrative Agent, the Incremental Term-1 Loan Lenders and the Lenders that: (a) both before and after giving effect to the Borrower represents and warrants that: (i) Incremental Term-1 Loan Commitment, the representations and warranties contained in each Article V of the Credit Agreement and the other Loan Document (including this Agreement) Documents are true and correct in all material respects on and as of the First such Second Amendment Effective Date, other than any Date (except to the extent that such representations or and warranties that, by their express terms, specifically refer to an earlier date, in which case they shall have been are true and correct in all material respects on and as of such earlier date, and except that for purposes of this Amendmentclause (a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.07 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.05 6.01 of the Credit Agreement; and); (iib) no Default or Event of Default has occurred and or is continuing as of or would result after giving effect to this Agreement and the First Amendment Effective Date; andtransactions contemplated hereby; (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (ic) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (iid) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrowereach Loan Party, and each such document constitutes the legal, valid and binding obligation of the Borrowereach such Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its execution hereof, (a) , each of the Borrower represents and warrants that: (i) the representations and warranties contained in each Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the U.S. Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) it after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof) and that no Default or Event of Default has occurred or is continuing; (b) the Borrower, the U.S. Borrower and each of the Additional Grantors has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and; (iic) this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrower, the U.S. Borrower and each of the Additional Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the U.S. Borrower and each of the Additional Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies; and (d) Alpha-Bravo Merger Sub, Inc. has no assets or liabilities and does not engage in any business, operations or activities.

Representations and Warranties; No Default. By its execution hereof, (a) the Borrower represents and warrants that: (i) the representations and warranties contained in , each Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true, correct and complete and that all representations and warranties of the Loan Parties contained in this Amendment and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true, correct and complete in all material respects; (b) no Default or Event of Default has occurred or is continuing or would result after giving effect to this Amendment and the transactions contemplated hereby; (c) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (iid) this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrowereach Loan Party, and each such document constitutes the legal, valid and binding obligation of the Borrowereach such Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its their execution hereof,, each Loan Party hereby represents and warrants as follows: (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Such Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it Party has the right, power and authority and has taken all necessary corporate and other action to authorize the executionexecution and delivery of, delivery and the performance of this Agreement Consent and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andterms. (iib) this Agreement This Consent and each other document executed in connection herewith has been duly executed and delivered by the its duly authorized officer of the Borrowerofficers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Consent and the transactions contemplated hereby.

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

Representations and Warranties; No Default. By its execution hereof,, the Borrower hereby certifies, represents and warrants to the Agent and the Lenders that: (a) after giving effect to the Borrower represents and warrants that: (i) amendments set forth in Section 2 above, each of the representations and warranties contained set forth in each the Loan Document (including this Agreement) are Agreement and the other Loan Documents is true and correct in all material respects on (except that to the extent that any such representation and warranty is qualified by materiality or material adverse effect, continued accuracy of such representation and warranty shall be in all respects) as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true date hereof as if fully set forth herein and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; anddate hereof. (b) the Borrower hereby certifies, represents and warrants to each of the Administrative Agent and the Lenders that: (i) it other Obligors has the right, necessary power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andterms. (iic) this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the BorrowerBorrower and each of the other Obligors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the other Obligors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar state or federal debtor relief laws from time to time in effect which affect the enforcement of and judicial decisions affecting creditors’ rights in generally and by general and the availability of equitable remediesprinciples.

Representations and Warranties; No Default. By its their execution hereof,, each Loan Party hereby represents and warrants as follows: (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Such Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it Party has the right, power and authority and has taken all necessary corporate and other action to authorize the executionexecution and delivery of, delivery and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andparty. (iib) this This Agreement and each other document executed in connection herewith has been duly executed and delivered by the its duly authorized officer of the Borrowerofficers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and the transactions contemplated hereby. (e) No Loan Party is an EEA Financial Institution.

Representations and Warranties; No Default. By its execution hereof, (a) the The Borrower represents and warrants that: (i) to the Lenders and the Administrative Agent, on and as of the date hereof, that the representations and warranties contained set forth in Article V of the Credit Agreement, and in each other Loan Document (including this Agreement) Document, are true and correct in all material respects on (except (i) to the extent of changes resulting from transactions contemplated or permitted by this Amendment, the Credit Agreement and as the other Loan Documents, (ii) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties are true and correct in all respects, (iii) to the First Amendment Effective Date, other than any extent that such representations or and warranties that, by their express terms, specifically refer to an earlier date, in which case they shall have been are true and correct in all material respects on as of such earlier date (except to the extent such representations and warranties are qualified by the inclusion of a materiality standard, in which case they are true and correct in all respects as of such earlier date, except ) and (iv) that for purposes of this Amendment, the representations and warranties contained in clauses (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.05 6.01 of the Credit Agreement; and (ii) ), provided that all references therein to the Credit Agreement shall refer to the Credit Agreement as amended hereby. In addition, the Borrower hereby represents and warrants that the execution and delivery by the Borrower of this Amendment and the performance by the Borrower of all of its agreements and obligations under the Credit Agreement as amended hereby are within the corporate or other organizational authority of the Borrower and have been duly authorized by all necessary corporate or other organizational action on the part of the Borrower. The execution and delivery of this Amendment will result in valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. The Borrower hereby further represents and warrants that no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer of the Borrower, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remediescontinuing.

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

Representations and Warranties; No Default. By its their execution hereof, (a) the Borrower and each Subsidiary Grantor hereby certifies, represents and warrants that: (i) to the Administrative Agent and the Lenders that after giving effect to the waiver set forth in Section 2 above and the amendments set forth in Section 3 above, each of the representations and warranties contained set forth in each the Credit Agreement and the other Loan Document (including this Agreement) are Documents is true and correct in all material respects on and as of the First Amendment Effective Date, other than date hereof (except to the extent that (A) any such representations representation or warranties thatwarranty that is qualified by materiality or by reference to Material Adverse Effect, by their express terms, refer in which case such representation or warranty is true and correct in all respects as of the date hereof or (B) any such representation or warranty relates only to an earlier date, in which case they such representation or warranty shall have been remain true and correct in all material respects on and as of such earlier date, except ) and that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and or is continuing as of the First Amendment Effective Date; andcontinuing; (b) the Borrower Borrower, the Parent and each of the Subsidiary Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrower, the Parent and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Parent and each of the Subsidiary Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

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

Representations and Warranties; No Default. By its their execution hereof, (a) each of the Borrower and each Subsidiary Grantor hereby certifies, represents and warrants that: (i) to the Administrative Agent and the Lenders that after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties contained set forth in each the Credit Agreement and the other Loan Document (including this Agreement) are Documents is true and correct in all material respects on (unless such representation and warranty is subject to a materiality qualifier in which case it must be true and correct in all respects) as of the First Amendment Effective Date, other than any date hereof (except to the extent such representations or and warranties that, by their express terms, expressly refer to an earlier date, in which case they shall have been be true and correct in all material respects on (unless such representation and warranty is subject to a materiality qualifier in which case it must be true and correct in all respects) as of such the earlier date, except ) and that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and or is continuing as of under the First Amendment Effective DateCredit Agreement; and (b) the Borrower and each Subsidiary Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the BorrowerBorrower and each of the Subsidiary Grantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Subsidiary Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its their execution hereof, (a) the Borrower, the Original U.S. Borrower and each Grantor hereby certifies, represents and warrants that: (i) to the Administrative Agent and the Lenders that after giving effect to the amendments set forth in Sections 2 and 3 above, each of the representations and warranties contained set forth in each the Credit Agreement and the other Loan Document (including this Agreement) are Documents is true and correct in all material respects on and as of the First Amendment Effective Date, other than date hereof (except to the extent that (i) any such representations representation or warranties thatwarranty that is qualified by materiality or by reference to Material Adverse Effect, by their express terms, refer in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an earlier date, in which case they such representation or warranty shall have been remain true and correct in all material respects on and as of such earlier date, except ) and that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and or is continuing as of the First Amendment Effective Date; andcontinuing; (b) the Borrower Borrower, the Original U.S. Borrower, the Parent and each of the Grantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other document documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, and each such document constitutes the legal, valid and binding obligation of the Borrower, the Original U.S. Borrower, the Parent and each of the Grantors, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ ' rights in general and the availability of equitable remedies.

Representations and Warranties; No Default. By its execution hereof, (a) Each of the Borrower Loan Parties represents and warrants that: (i) to the Lenders and the Administrative Agent, on and as of the date hereof, that the representations and warranties contained set forth in Article V of the Credit Agreement, and in each other Loan Document (including this Agreement) Document, are true and correct in all material respects on (except (i) to the extent of changes resulting from transactions contemplated or permitted by this Amendment, the Credit Agreement and as the other Loan Documents, (ii) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties are true and correct in all respects, (iii) to the First Amendment Effective Date, other than any extent that such representations or and warranties that, by their express terms, specifically refer to an earlier date, in which case they shall have been are true and correct in all material respects on as of such earlier date (except to the extent such representations and warranties are qualified by the inclusion of a materiality standard, in which case they are true and correct in all respects as of such earlier date, except ) and (iv) that for purposes of this Amendment, the representations and warranties contained in clauses (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.05 6.01 of the Credit Agreement; and (ii) ), provided that all references therein to the Credit Agreement shall refer to the Credit Agreement as amended hereby. In addition, each of the Loan Parties hereby represents and warrants that the execution and delivery by such Person of this Amendment and the performance by such Person of all of its agreements and obligations under the Credit Agreement as amended hereby are within the corporate or other organizational authority of such Person and have been duly authorized by all necessary corporate or other organizational action on the part of such Person. The execution and delivery of this Amendment will result in valid and legally binding obligations of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. Each of the Loan Parties hereby further represents and warrants that no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and (ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer of the Borrower, and each such document constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remediescontinuing.

Representations and Warranties; No Default. By its their execution hereof,, each Loan Party hereby represents and warrants as follows: (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Such Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it Party has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andterms. (iib) this Agreement This Amendment and each other document executed in connection herewith has been duly executed and delivered by the its duly authorized officer of the Borrowerofficers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the financing under this Amendment and the Credit Agreement and the transactions contemplated hereby (including, without limitation, the Pericom Acquisition).

Representations and Warranties; No Default. By its their execution hereof,, each Loan Party (including, for purposes of this section, Dutch NewCo) hereby represents and warrants as follows: (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Such Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (i) it Party has the right, power and authority and has taken all necessary corporate and other action to authorize the executionexecution and delivery of, delivery and the performance in accordance with their respective terms of the transactions consented to in, this Agreement and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andparty. (iib) this This Agreement and each other document executed in connection herewith has been duly executed and delivered by the its duly authorized officer of the Borrowerofficers, and each such document constitutes the legal, valid and binding obligation of the Borrowersuch Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. (c) Each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (d) No Default or Event of Default has occurred or is continuing nor would any Default or Event of Default result after giving effect to this Agreement and the transactions contemplated hereby. (e) No Loan Party is an EEA Financial Institution.

Representations and Warranties; No Default. By its execution hereof, (a) the Borrower represents and warrants that: (i) the representations and warranties contained in each Loan Document (including this Agreement) are true and correct in all material respects on and as of the First Amendment Effective Date, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, except that for purposes of this Amendment, the representations and warranties contained in of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.05 of the Credit Agreement; and (ii) no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date; and (b) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that: (ia) it after giving effect to the amendments set forth in Section 2 above, each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of the date hereof as if fully set forth herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date) and no Default or Event of Default has occurred and is continuing as of the date hereof. (b) the Borrower and each of the Guarantors has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; andterms. (iic) this Agreement Amendment and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officer officers of the BorrowerBorrower and each of the Guarantors, and each such document constitutes the legal, valid and binding obligation of the BorrowerBorrower and each of the Guarantors, enforceable in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.