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

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. The Borrower is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 5.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated, and each Significant Subsidiary is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) Each Loan Document has been duly and validly executed and delivered this Agreementby the Borrower. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 5.3. The execution and delivery of this Agreement by the Borrower does not(d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreementany Loan Document. (e) There is no pending or threatened action, will not (i) conflict with suit, investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any Governmental Authority or require arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the consent of any third party or regulatory bodyDisclosure Documents. 5.4. (f) The financial statements issued by consolidated balance sheets of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2011, March 31, 2012, June 30, 2012 and September 30, 2012, and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal periods then ended, accompanied by (in the case of such financial statements for the fiscal year ended December 31, 2011) an opinion of Deloitte & Touche LLP, an independent registered public accounting firm, copies of each of which have been furnished to each Lender, fairly present (subject, in the case of such financial statements for the fiscal quarters ended March 31, 2012, June 30, 2012 and September 30, 2012 to year-end adjustments) the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, and all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2011, there have has been no material adverse changes in Borrower’s Material Adverse Change. (g) No written statement, information, report, financial condition since the date statement, exhibit or schedule furnished by or on behalf of the most recent financial statementsBorrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. 5.5. There are no actions(h) Except as disclosed in the Disclosure Documents, suits, investigations, or proceedings pending or threatened against the Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable lawsto it. (i) No failure to satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, regulationswhether or not waived, has occurred with respect to any Plan. The Borrower has not incurred, and ordinancesdoes not presently expect to incur, and no event has occurred any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could result reasonably be expected to have a Material Adverse Effect. The Borrower and each of its ERISA Affiliates have complied in all material respects with ERISA and the Internal Revenue Code. The Borrower and each of its Subsidiaries have complied in all material respects with foreign law applicable to its Foreign Plans, if any. As used herein, the term “Plan” means an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan, by the Borrower or any material violation thereof. 5.7of its ERISA Affiliates. Borrower The term “Multiemployer Plan” means any Plan which is not a “multiemployer plan” (as such term is defined in default under Section 4001(a)(3) of ERISA). The term “Foreign Plan” means any debenturespension, bondsprofit-sharing, deferred compensation, or other material obligationsemployee benefit plan, and no event has occurred thatprogram or arrangement maintained by any Subsidiary which, with notice and/or lapse of timeunder applicable local foreign law, would constitute is required to be funded through a defaulttrust or other funding vehicle. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. The Borrower (a) Each Loan Party is a corporation duly organized and organized, validly existing and in good standing under the laws of the State laws of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesjustification of organization. 5.2. (b) The Borrower has execution, delivery and performance by the full corporate power each Loan Party of the Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunderhereby and thereby, are within such Loan Party’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other action, and do not contravene (i) such Loan Party’s charter or by-laws or other organizational documents, (ii) law, (iii) any indenture, deed of trust, credit agreement or loan agreement binding on or affecting the Borrower or (iv) any other material agreement, contract or instrument binding on or affecting such Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by any Loan Party of the Loan Documents to which it is or is to be a party. The Borrower No authorization or approval or other action by, and no notice to or filing with, any third party is required for the due execution, delivery and performance by any Loan Party of the Loan Documents to which it is or is to be a party, except to the extent that failure to so obtain or so file could not reasonably be expected to have a Material Adverse Effect. (d) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly and validly executed and delivered this Agreementby each Loan Party party thereto. This Agreement is, which constitutes a and each other Loan Document when delivered hereunder will be, legal, valid and binding obligation obligations of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2007, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young LLP, independent public accountants, copies of which have been furnished to each Lender, fairly present in accordance with GAAP the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2007, no event or circumstance has occurred and is continuing that could reasonably be expected to result in a Material Adverse Change. (f) There is no pending or, to the knowledge of the Borrower, enforceable against the Borrower in accordance with its terms. 5.3. The execution and delivery of this Agreement by the Borrower does notthreatened action, and the performance by the Borrower of its obligations under this Agreementsuit, will not (i) conflict with investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) could be reasonably likely to adversely affect the consent legality, validity or enforceability of this Agreement or any third party other Loan Documents or regulatory bodythe consummation of the transactions contemplated hereby or thereby. 5.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereofAdvance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. 5.7. (h) The Borrower is not in default under any debentures, bondsan “investment company”, or other material obligationsa company “controlled” by an “investment company”, and no event has occurred thatwithin the meaning of the Investment Company Act of 1940, with notice and/or lapse of time, would constitute a defaultas amended. 5.8. Except for the representations (i) Each Loan Party is, individually and warranties set forth in Section ‎5 hereintogether with its Subsidiaries, the Borrower did not receive any other representations or warranties from the LenderSolvent.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. The Borrower (a) Each Loan Party is a corporation duly validly organized and validly existing and in good standing under the laws of the State state of Israel. The Borrower its incorporation, is duly qualified to conduct do business and in good standing as a foreign corporation in each jurisdiction where the nature of its business makes such qualification necessary and where the failure to so qualify would reasonably be expected to have a Materially Adverse Effect and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute own and deliver hold under lease its property and conduct its business substantially as presently conducted by it. Each Loan Party has full power and authority to enter into and to perform its obligations under this Agreement and each Loan Document to consummate which each is a party and to obtain the transactions contemplated Advances hereunder. There are no other consents, approvals, authorizations or permits required on its part for in the consummation case of the transactions contemplated hereunder. Borrower. (b) The execution and delivery by each Loan Party of this Agreement and each Loan Document executed by it and the performance by each of its respective obligations hereunder and thereunder and the borrowings hereunder by the Borrower has have been duly authorized by all necessary corporate action, do not require any Approval, do not and validly will not conflict with, result in any violation of, or constitute any default under, any provision of any Organic Document or material Contractual Obligation of such Loan Party (or any other material Contractual Obligation) or any present law or governmental regulation or court decree or order applicable to any Loan Party and will not result in or require the creation or imposition of any Lien in any of their respective properties pursuant to the provisions of any Contractual Obligation. (c) This Agreement is, and each Loan Document executed by any Loan Party will on the due execution and delivered this Agreementdelivery thereof be, which constitutes a the legal, valid and binding obligation of the Borrower, such Loan Party enforceable against the Borrower in accordance with its terms, subject, as to enforcement, only to bankruptcy, insolvency, reorganization, moratorium or other similar laws at the time in effect affecting the enforceability of the rights of creditors generally, and by general equitable principles. 5.3(d) All balance sheets, statements of operations, of total owners' equity and of changes in cash flows and other financial information of the Borrower and the Consolidated Subsidiaries which have been or shall hereafter be furnished by or on behalf of the Borrower for the purposes of or in connection with this Agreement or any transaction contemplated hereby pursuant to Section 5.01(a)(i) or Section 5.01(a)(ii) (except Section 5.01(a)(i)(C)) have been or will be prepared in accordance with GAAP consistently applied throughout the periods involved (except as disclosed therein), and, in the case of information relating to coal reserves, have been or will be prepared in accordance with all relevant rules and regulations promulgated by the SEC, as in effect from time to time, and do or will present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended and the consolidated statements of earnings, of operations and of total owners' equity, for each of the fiscal periods then ended, of the Borrower and the Consolidated Subsidiaries (or, in the case of any such balance sheets or statements prepared prior to the date hereof, of the Borrower and its Consolidated Subsidiaries). Since December 31, 2001, there has been no occurrence which, individually or in the aggregate, would reasonably be expected to have a Materially Adverse Effect. Except as disclosed in Item 4.01(f) ("Litigation") of the Disclosure Schedule, neither the Borrower nor the Consolidated Subsidiaries have any material contingent liabilities (including any liability pursuant to the Federal Black Lung Benefits Act of 1972, as in effect from time to time) not provided for or disclosed in the financial statements of the Borrower and the Consolidated Subsidiaries most recently delivered by or on behalf of the Borrower to the Lenders. (e) Neither the Borrower nor any Subsidiary is in default, (i) in the payment of (or in the performance of any material obligation applicable to) any Indebtedness outstanding in a principal amount exceeding $10,000,000 in the aggregate; or (ii) under any law or governmental regulation or court decree or order which would reasonably be expected to have a Materially Adverse Effect. (f) Except as described in Item 4.01(f) ("Litigation") of the Disclosure Schedule, no litigation, arbitration or governmental investigation or proceeding against the Borrower or any Subsidiary or to which any of the properties of any thereof is subject is pending or, to the knowledge of the Borrower, threatened which would reasonably be expected to result in a liability in excess of $10,000,000. (g) Neither the Borrower nor any Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock, and less than 25% of the assets of each consists of margin stock. Proceeds of Advances hereunder will be used in compliance with Regulation U of the F.R.S. Board or any regulations substituted therefor. Terms for which meanings are provided in Regulation U of the F.R.S. Board or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings. (h) Neither the Borrower nor any Subsidiary is an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. (i) Neither the Borrower nor any Subsidiary is a party or subject to any Contractual Obligation or Organic Document which would reasonably be expected to have a Materially Adverse Effect. (j) The Borrower and all Subsidiaries have filed all tax returns and reports required by law to have been filed by them and have paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on their books. (k) During the twelve-consecutive-month period prior to the Effective Date and prior to the date of any Borrowing hereunder, (a) no steps have been taken to terminate any Pension Plan the assets of which are insufficient to satisfy all benefit liabilities thereunder (as defined in section 4001(a)(16) of ERISA) for which the Borrower or any Subsidiary could be held liable, (b) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA and (c) none of the Borrower, any Subsidiary or any member of the Controlled Group of any of them has incurred or is reasonably likely to incur any Withdrawal Liability to any Multiemployer Plan. No condition exists or event or transaction has occurred with respect to any Pension Plan which might result in the incurrence by the Borrower or any Subsidiary of any material liability, fine or penalty. Neither the Borrower nor any Subsidiary has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA. (l) The Borrower has no other Subsidiaries or Significant Subsidiaries except those identified in Item 4.01(l) ("Existing Subsidiaries and Significant Subsidiaries") of the Disclosure Schedule or those acquired or created subsequent to the date hereof. (m) The Borrower and each Subsidiary owns and possesses all such patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service ▇▇▇▇ rights and copyrights as the Borrower considers necessary for the conduct of the businesses of the Borrower or such Subsidiary as now conducted without any infringement upon rights of others which would reasonably be expected to have a Materially Adverse Effect. There is no individual patent or patent license used by the Borrower or any Subsidiary in the conduct of its business the loss of which would reasonably be expected to have a Materially Adverse Effect. (n) The Borrower and each Subsidiary has good and marketable title to or good leasehold interests in all of its material properties and assets, real and personal, of any nature whatsoever, free and clear of all Liens except as permitted pursuant to Section 5.02(b). (o) All factual information heretofore or contemporaneously furnished by the Borrower to the Agent or the Lenders in connection with execution and delivery of this Agreement and the various transactions contemplated hereby, as supplemented from time to time and when taken as a whole, to the best of the Borrower's knowledge, has been, and all other such factual information hereafter furnished by the Borrower does notor any Subsidiary, as supplemented from time to time and when taken as a whole, will be, true and accurate in every material respect on the performance date as of which such information is dated or certified and as of the Effective Date and not incomplete by omitting to state any material fact necessary to make such information not misleading. All projections and pro forma financial information contained in any materials furnished by the Borrower or any Subsidiary to the Lender are based on good faith estimates and assumptions by the management of its obligations under this Agreementthe Borrower or the applicable Subsidiary, will it being recognized by the Lenders, however, that projections and statements as to future events are not to be viewed as fact and that actual results during the period or periods covered by any such projections or statements may differ from the projected results and that the differences may be material. (i) conflict No facility or property (including underlying groundwater) owned or leased by the Borrower or any Significant Subsidiary is out of compliance with any Environmental Law to the extent that such noncompliance, either singly or violate in the organizational documents of the Borroweraggregate, has or could reasonably be expected to have a Materially Adverse Effect; (ii) violate There are no pending or threatened (A) claims, complaints, notices or requests for information received by the Borrower or any lawSignificant Subsidiary with respect to any alleged violation of any Environmental Law, statuteor (B) complaints, ordinance, rule, regulation, order, judgment notices or decree applicable inquiries to the Borrower or by any Significant Subsidiary regarding potential liability under any Environmental Law, in each case, which any of its properties singly, or assets is bound in the aggregate, have or affected; could reasonably be expected to have a Materially Adverse Effect; (iii) violate There have been no Releases of Hazardous Materials at, on or under any agreement property now or arrangement previously owned or leased by the Borrower or any of its subsidiaries are party to; Significant Subsidiary that, singly or require in the consent of any third party aggregate, have, or regulatory body.could reasonably be expected to have, a Materially Adverse Effect; 5.4. (iv) The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there Significant Subsidiaries have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There issued and are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable lawsmaterial permits, regulationscertificates, approvals, licenses and ordinancesother authorizations relating to environmental matters and necessary or desirable for their businesses; (v) No property now or previously owned or leased by the Borrower or any Significant Subsidiary is listed or proposed for listing (with respect to owned property only) (i) on the CERCLIS or on any similar state list of sites requiring investigation or clean-up to the extent that such listing relates to liabilities, and no event has occurred individually or in the aggregate, that could result in any material violation thereof.reasonably be expected to have a Materially Adverse Effect, or (ii) on the National Priorities List pursuant to CERCLA; 5.7. Borrower is not in default (vi) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any debenturesproperty now or previously owned or leased by the Borrower or any Significant Subsidiary that, bondssingly or in the aggregate, have, or could reasonably be expected to have, a Materially Adverse Effect; (vii) Neither the Borrower nor any Significant Subsidiary has directly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations which may lead to material obligationsclaims against the Borrower or such Significant Subsidiary for any remedial work, and no event has occurred damage to natural resources or personal injury, including claims under CERCLA that, either singly or in the aggregate, have, or could reasonably be expected to have, a Materially Adverse Effect; (viii) There are no polychlorinated biphenyls or friable asbestos present at any property now or previously owned or leased by the Borrower or any Significant Subsidiary that, singly or in the aggregate, have, or could reasonably be expected to have, a Materially Adverse Effect; (ix) No conditions exist at, on or under any property now or previously owned or leased by the Borrower or any Significant Subsidiary which, with notice and/or lapse the passage of time, or the giving of notice or both, would constitute give rise to liability under any Environmental Law that, either singly or in the aggregate, have, or could reasonably be expected to have, a default.Materially Adverse Effect; and 5.8. Except for the representations and warranties set forth in Section ‎5 herein, (x) Neither the Borrower did not receive nor any other representations Subsidiary owns or warranties from leases any "industrial establishment" (as such term is defined in the Lender.New Jersey Environmental Cleanup Responsibility Act, N.J.

Representations and Warranties of the Borrower. The Borrower represents and warrants warrants, on the Effective Date (other than with respect to Section 4.01(o)) and the Lender Funding Date, as follows: 5.1. The Borrower (a) Each of the Borrower, the Guarantor Subsidiaries and each Material Subsidiary (i) is a corporation Person duly organized and continued organized, formed or incorporated, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower its continuance, organization, formation or incorporation, (ii) is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower business in all jurisdictions in which it carries on any business, except to the extent the failure to be so qualified would not have a Material Adverse Effect, and (iii) has the full corporate power and authority to execute own its properties and deliver this Agreement conduct its business as presently conducted. (b) The execution, delivery and performance by each Loan Party of each Loan Document to consummate the transactions contemplated hereunder. There are no other consentswhich it is a party, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The Borrower thereby, are within such Loan Party’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other organizational action of such Loan Party and do not contravene (i) such Loan Party’s articles, charter, by-laws or similar organizational documents or (ii) any law or any contractual restriction binding on or affecting such Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by each Loan Party of each Loan Document to which it is a party. (d) Each Loan Document has been duly and validly executed and delivered this Agreementby each Loan Party that is a party thereto. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrowereach Loan Party thereto, enforceable against the Borrower such Loan Party in accordance with its terms, except to the extent that such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and may be subject to the discretion of courts with respect to the granting of equitable remedies and to the power of courts to stay proceedings for the execution of judgments. 5.3. The execution and delivery (e) Each of this Agreement by (i) the Consolidated balance sheet of the Borrower does notand its Subsidiaries as at December 31, 2023, and the performance by related Consolidated statements of earnings, changes in shareholders’ equity and cash flows of the Borrower of and its obligations under this AgreementSubsidiaries for the fiscal year then ended, will not (i) conflict with or violate the organizational documents accompanied by an opinion of the Borrower’s auditors thereon, and (ii) violate any lawthe Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, statute2024, ordinanceand the related Consolidated statements of earnings, rulechanges in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal quarter and the portion of the fiscal year then ended, regulation, order, judgment or decree applicable copies of which have been made available to the Lenders prior to the Effective Date, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations and cash flows of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied (in the case of clause (ii) above, subject to year-end adjustments and the absence of footnotes). Since December 31, 2023, there has been no Material Adverse Change. (f) There is no action, suit, litigation or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party to; Subsidiaries, including any Environmental Action, pending or, to the best of the Borrower’s knowledge after reasonable investigation, overtly threatened, before any court, governmental agency or require arbitrator that (i) is reasonably likely to be determined adversely, and if determined adversely, would have a Material Adverse Effect or (ii) purports to affect adversely the consent legality, validity or enforceability of any third party Loan Document or regulatory bodythe consummation of the transactions contemplated thereby. 5.4. (g) The financial statements issued by the Borrower and publicly available are complete, accurateeach of its Subsidiaries, and fairly present the financial condition of Borrower as of the dates statedtheir respective operations and properties, and there have been no comply in all material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance respects with all applicable laws, regulationsrules, regulations and orders, except where the failure to comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Neither the Borrower nor any of the Guarantor Subsidiaries is an Investment Company, as such term is defined in the Investment Company Act of 1940, as amended. (i) The Borrower and each of its Subsidiaries have filed, have caused to be filed or have been included in all tax returns (federal, state, local and foreign) required to be filed or, in the case of income taxes, required to be filed and where the failure to do so would cause the imposition of a penalty or interest, and ordinancesin each case have paid all taxes shown thereon to be due, together with applicable interest and penalties other than taxes that are being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur with respect to any Plan; (ii) Schedule SB (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule SB there has been no material adverse change in such funding status; (iii) neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan; (iv) neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan has been terminated, within the meaning of Title IV of ERISA, and no event has occurred such Multiemployer Plan is reasonably expected to be terminated, within the meaning of Title IV of ERISA; and (v) with respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by the Borrower or any Subsidiary of the Borrower that could result is not subject to United States law (a “Foreign Plan”): (A) Any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in any material violation thereofaccordance with normal accounting practices. 5.7. Borrower (B) The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is not in default under any debentures, bonds, sufficient to procure or other material provide for the accrued benefit obligations, and no event has occurred thatas of the date hereof, with notice and/or lapse of time, would constitute a defaultrespect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable GAAP. 5.8. Except for the representations (C) Each Foreign Plan required to be registered has been registered and warranties set forth has been maintained in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lendergood standing with applicable regulatory authorities.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows to the Lender as followsand acknowledges and confirms that the Lender is relying upon such representations and warranties in granting the Loan hereunder: 5.1. The (a) each of the Borrower and Guarantor is a corporation duly incorporated and organized and validly existing is a valid and subsisting corporation under the laws of its jurisdiction of incorporation, with the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority capacity to own or lease its property and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses.business as currently conducted; 5.2. The (b) each of the Borrower and Guarantor has the full all necessary corporate power and authority to execute enter into the Transaction Documents to be entered into by it and deliver to do all such acts and things as are required hereunder and thereunder to be done, observed or performed, in accordance with their respective terms; (c) each of the Borrower and Guarantor has taken all necessary corporate action to authorize the creation, execution, delivery and performance of the Transaction Documents to be entered into by it; (d) this Agreement constitutes and, when executed and to consummate delivered, the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation Security will constitute valid and legally binding obligations of the transactions contemplated hereunder. The Borrower has duly enforceable against it in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar statutes affecting the enforcement of creditors’ rights generally and validly by general principles of equity. (e) when executed and delivered this Agreementdelivered, which constitutes a the Guarantee will constitute valid and legally binding obligation obligations of the Borrower, Guarantor enforceable against the Borrower it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar statutes affecting the enforcement of creditors’ rights generally and by general principles of equity. 5.3. The (f) all acts, conditions and things on its part required to be done prior to the execution and delivery of this Agreement in order to make all of the obligations expressed to be incurred by it legal, valid, binding and enforceable have been done in compliance with all applicable laws and regulations prior to the execution and delivery hereof; (g) neither the borrowing of money by the Borrower, the execution and delivery by the Borrower does not, and Guarantor of the performance by Transaction Documents to which they are a party nor compliance with the Borrower of its obligations under this Agreement, will not terms and conditions hereof or thereof: (i) conflict with or violate the organizational documents will result in a violation of the Borrower, (ii) violate any applicable law, statute, ordinance, rule, regulation, order, judgment judgment, injunction, award or decree applicable to which the Borrower or the Guarantor may be subject; (ii) will result in a breach of any of the covenants under, or constitute, with or without the giving of notice or lapse of time or both, a default under, any loan agreement, indenture, trust deed or any other agreement or instrument to which the Borrower or the Guarantor is a party or by which any of its properties or assets it is bound or affected; bound; (iii) violate any agreement will result in a breach or arrangement violation of or constitute a default under the articles of incorporation or the by-laws of the Borrower or any of its subsidiaries are party tothe Guarantor; or require or (iv) requires the consent or approval of any third party other person, firm or regulatory body.corporation; 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and (h) there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, assessments or re-assessments, arbitration or other proceedings pending or, to the knowledge of the Borrower or any of its directors and officers threatened against or affecting the Borrower that could have a or the Guarantor or their respective undertakings, properties or assets, at law, in equity or before any court, tribunal or other competent governmental agency or authority, domestic or foreign, and there is not presently outstanding against the Borrower or the Guarantor any judgment, execution, taxing assessment or re-assessment, decree, injunction, rule, order or award of any court, governmental department, administrator or administrative agency, domestic or foreign; (i) neither the Borrower nor the Guarantor has made any assignment for the benefit of creditors nor has any receiving order been made against it under the provisions of any applicable bankruptcy legislation, nor has any petition for such an order been served upon it nor are there any proceedings in effect against it under the provisions of any winding-up, restructuring or creditors arrangement legislation; (j) all written factual information heretofore or contemporaneously furnished to the Lender by or with respect to the Borrower or Guarantor in connection with this Agreement is true and accurate in all material adverse effect on its ability to perform its obligations under this Agreement. 5.6. respects and the Borrower is not aware of any omission of any material fact which renders such factual information incomplete or misleading in any material compliance with all applicable lawsway; (k) neither the Borrower nor the Guarantor is in breach of: (i) any order, regulations, and ordinances, approval or mandatory requirement or (l) no Event of Default (as defined herein) has occurred and no event with the passage of time or the giving of notice, or both, has occurred that could result which would become an Event of Default; and (m) except as set out in any material violation thereof. 5.7. Schedule “C”, the Borrower is not the legal and beneficial owner of a 100% undivided interest in default under any debenturesthe Equipment and such Equipment free and clear of all claims, bondsrestrictions, liens, mortgages, charges, security interests, encumbrances, options, rights of pre- emption or first refusal, equity, power of sale, hypothecation, other third party rights, agreements, obligations, adverse claims, royalties, profit interests or other payments in the nature of a rent or royalty, or other material obligationsinterests of whatsoever nature or kind, and no event has occurred that, with notice and/or lapse of time, would constitute a defaultrecorded or unrecorded. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated, and each Significant Subsidiary is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of this Agreement, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) This Agreement has been duly and validly executed and delivered this Agreementby the Borrower. This Agreement is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 5.3. The execution and delivery of this Agreement by the Borrower does not(d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreement. (e) There is no pending or threatened action, will not (i) conflict with suit, investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any court, governmental agency or require arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the consent of any third party or regulatory bodyDisclosure Documents. 5.4. (f) The financial statements issued by consolidated balance sheet of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2007, and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, an independent registered public accounting firm, copies of each of which have been furnished to each Lender, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the period ended on such date, and all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2007, there have has been no material adverse changes in Borrower’s Material Adverse Change. (g) No written statement, information, report, financial condition since the date statement, exhibit or schedule furnished by or on behalf of the most recent financial statementsBorrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. 5.5. There are no actions(h) Except as disclosed in the Disclosure Documents, suits, investigations, or proceedings pending or threatened against the Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any governmental authority applicable lawsto it. (i) No accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, regulationswhether or not waived, exists with respect to any Plan. The Borrower has not incurred, and ordinancesdoes not presently expect to incur, and no event has occurred any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could result reasonably be expected to have a Material Adverse Effect. The Borrower and each of its ERISA Affiliates have complied in all material respects with ERISA and the Internal Revenue Code. The Borrower and each of its Subsidiaries have complied in all material respects with foreign law applicable to its Foreign Plans, if any. As used herein, the term “Plan” shall mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan by the Borrower or any material violation thereof. 5.7of its ERISA Affiliates. Borrower The term “Multiemployer Plan” shall mean any Plan which is not a “multiemployer plan” (as such term is defined in default under Section 4001(a)(3) of ERISA). The term “Foreign Plan” shall mean any debenturespension, bondsprofit-sharing, deferred compensation, or other material obligationsemployee benefit plan, and no event has occurred thatprogram or arrangement maintained by any entity subsidiary which, with notice and/or lapse of timeunder applicable local foreign law, would constitute is required to be funded through a defaulttrust or other funding vehicle. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has of this Amendment and the full corporate power and authority to execute and deliver this Credit Agreement and the Notes, as amended hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not (i) contravene the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to consummate the transactions contemplated hereunder. There are no or filing with, any governmental authority or regulatory body or any other consents, approvals, authorizations or permits third party is required on its part for the consummation due execution, delivery or performance by the Borrower of this Amendment or the transactions contemplated hereunder. The Borrower Credit Agreement and the Notes, as amended hereby. (d) This Amendment has been duly and validly executed and delivered this Agreementby the Borrower. This Amendment and the Credit Agreement and the Notes, which constitutes a as amended hereby, are legal, valid and binding obligation obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 5.3. The execution and delivery of this Agreement by (e) There is no pending or, to the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents knowledge of the Borrower, (ii) violate threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower arbitrator that (i) could be reasonably expected to have a material adverse effect on its ability Material Adverse Effect or (ii) purports to perform its obligations under affect the legality, validity or enforceability of this AgreementAmendment or the Credit Agreement or the Notes, as amended hereby. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower and each of the Guarantors represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Lender as followsthat: 5.1. The Borrower is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and (a) it has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement Amendment and has taken or caused to consummate be taken all necessary corporate action to authorize the transactions contemplated hereunder. There are execution, delivery and performance of this Amendment; (b) no other consentsconsent of any person (including, approvalswithout limitation, authorizations shareholders or permits required on its part for the consummation creditors of the transactions contemplated hereunder. The Borrower or any Guarantor), and no action of, or filing with any governmental or public body or authority is required to authorize, or is otherwise required in connection with the execution, delivery and performance of this Amendment which has not been obtained; (c) this Amendment has been duly and validly executed and delivered this Agreementby a duly authorized officer on behalf of such party, which and constitutes a legal, valid and binding obligation of the Borrower, such party enforceable against the Borrower such party in accordance with its terms., subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and the exercise of judicial discretion in accordance with general principles of equity; 5.3. The execution (d) the execution, delivery and delivery performance of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, Amendment will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, statute or regulation, order, judgment or any order or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party court or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigationsgovernmental instrumentality, or proceedings pending conflict with, or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in the breach of, or constitute a default under any debenturescontractual obligation of such party; (e) after giving effect to this Amendment, bonds, no Event of Default or other material obligations, and no event which upon notice or lapse of time or both would constitute an Event of Default has occurred thatand is continuing; and (f) on the date hereof, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth contained in Section ‎5 hereinthe Credit Agreement and in the Related Documents are and will be true, correct and complete with the same effect as if made on the date hereof, except to the extent such representations and warranties have been qualified in writing to, and acknowledged in writing by, the Borrower did not receive any other Lender and except to the extent such representations or and warranties from the Lenderexpressly relate to an earlier date, in which case, as of such earlier date.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender Lenders that, as followsof the Agreement Date and each Disbursement Date: 5.1. (a) The Borrower is conducting its business in compliance with its Organizational Documents, which are in full force and effect. (b) No Default or Event of Default has occurred. (c) The Borrower (i) is not bankrupt and (ii) has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower or any or all of its assets or revenues. (d) The obligation of the Borrower to make any payment under this Agreement (together with all charges in connection therewith) is absolute and unconditional. (e) The Borrower is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State state of IsraelDelaware. The Borrower is duly qualified has full power and authority to own its properties, conduct its business and has enter into the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit Loan Documents to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement which it is a party and to consummate the transactions contemplated hereunderunder such Loan Documents, and is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect. (f) There is not pending or, to the knowledge of the Borrower, threatened in writing, any action, suit or other proceeding before any Governmental Authority that would reasonably be expected to have a Material Adverse Effect (i) to which the Borrower a is a party, or (ii) which has as the subject thereof any assets owned by the Borrower. There are no other consentscurrent or, approvals, authorizations or permits required on its part for to the consummation knowledge of the transactions contemplated hereunder. Borrower, pending, legal, governmental or regulatory enforcement actions, suits or other proceedings to which the Borrower or any of its assets is subject that would reasonably be expected to have a Material Adverse Effect. (g) The Borrower has Loan Documents, as and when executed and delivered, have been duly and validly authorized, executed and delivered this Agreementby the Borrower and constitute a valid, which constitutes a valid legal and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their terms. 5.3, except as such enforceability may be limited by (i) applicable bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) applicable equitable principles. The execution execution, delivery and delivery performance of this Agreement the Loan Documents by the Borrower does not, and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than pursuant to the Loan Documents) upon any assets of the Borrower pursuant to any agreement to which the Borrower is a party or by which the Borrower is bound or to which any of the assets of the Borrower is subject, (B) result in any violation of or conflict with the provisions of the Organizational Documents of the Borrowers, (C) result in the violation of any Applicable Law or (D) result in the violation of any judgment, order, rule, regulation or decree of any Governmental Authority, except, with respect to the foregoing clauses (A), (C) and (D), as could not reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with, any Governmental Authority is required for the execution, delivery and performance of any of the Loan Documents or for the consummation by the Borrower of its obligations the transactions contemplated thereby, except for such registrations and filings in connection with the issuance of the Warrants and Warrant Shares pursuant to the Loan Documents that are necessary to comply with federal and state securities laws, rules and regulations. The Borrower has the power and authority to enter into the Loan Documents and to consummate the transactions contemplated under the Loan Documents. (h) Other than has been obtained or shall be obtained pursuant to the terms hereof, no Authorization is required for (i) the execution and delivery by the Borrower of this Agreement, will the Warrants and the other Loan Documents, or (ii) the consummation of the transactions contemplated hereby and thereby, including but not limited to the issuance and exercise of the Warrants. (i) conflict The Borrower holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any Governmental Authority (collectively, “Necessary Documents”) material to its business, and all such required Necessary Documents are valid and in full force and effect; the Borrower has not received written notice of any revocation or modification of any of the Necessary Documents, and the Borrower has no reason to believe that any of the Necessary Documents will not be renewed in the ordinary course of business (to the extent applicable); and the Borrower is in compliance in all material respects with or violate all applicable federal, state, local and foreign laws, regulations, orders and decrees applicable to the organizational documents conduct of its business, except for such instances of non-compliance as would not reasonably be expected to have a Material Adverse Effect. (j) The Borrower has good and marketable title to all of its material assets. The property held under lease by the Borrower is held under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Borrower. (k) The Borrower is not in violation of its Organizational Documents, (ii) violate and no event has occurred which, with notice or lapse of time or both, would constitute such breach or other default in the performance of any lawagreement or condition contained in any agreement under which it may be bound, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound subject, except for such breaches or affecteddefaults as would not reasonably be expected to have a Material Adverse Effect. (l) As of the Agreement Date, no income, franchise or other material Tax Return of the Borrower is under audit or examination by any Governmental Authority. (m) The Borrower: (A) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has not received any warning letter or other correspondence or notice from any Governmental Authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required in connection with the business of the Borrower by any Applicable Laws (together, the “Authorizations”); (iiiB) violate except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect possesses and complies with the Authorizations, which are valid and in full force and effect; (C) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has not received written notice that any agreement Governmental Authority has taken, is taking or arrangement intends to take action to limit, suspend, modify or revoke any Authorization and has no knowledge that any Governmental Authority is considering such action; and (D) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect has filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations. (n) The audited financial statements of the Borrower or any as of its subsidiaries are party to; or require December 31, 2015, together with the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are completerelated notes included therein, accurate, and fairly present the financial condition of the Borrower as of such date and the dates statedresults of operations and changes in cash flows for the periods therein specified in conformity with GAAP consistently applied throughout the periods involved, and and, as of the Agreement Date, there have been are no material adverse changes in off-balance sheet arrangements or any other relationships with unconsolidated entities or other persons that may have a material current or, to the Borrower’s knowledge, material future effect on the Borrower’s financial condition since condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses. (o) The Borrower maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the date recorded accountability for material assets is compared with existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. (p) All of the most recent financial statements. 5.5. There issued and outstanding shares of capital stock of the Borrower are no actionsduly authorized and validly issued, suitsfully paid and nonassessable, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is been issued in material compliance with all applicable federal and state securities laws, regulationswere not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing; the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) have been duly authorized, and ordinancesthe Warrant Shares, when issued, delivered and no event has occurred paid for in accordance with the terms of the Warrants, will have been validly issued and will be fully paid and nonassessable. The issuance and delivery of the Warrants does not and, assuming full exercise of the Warrants, the exercise of the Warrants will not, require approval from any Governmental Authority other than filings that could result in any material violation thereofhave been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws and the rules and regulations of NASDAQ. 5.7. (q) The Borrower is not in default under any debentureshas, bondsupon issuance of the Warrant, or other material obligations, and no event has occurred that, with notice and/or lapse reserved for issuance a number of time, would constitute a defaultshares of Common Stock sufficient to cover all Warrant Shares. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated, and each Significant Subsidiary is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) Each Loan Document has been duly and validly executed and delivered this Agreementby the Borrower. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 5.3. The execution and delivery of this Agreement by the Borrower does not(d) No Governmental Approval or other action by, and no notice to or filing with, any Governmental Authority or other third party, or otherwise specified pursuant to any Applicable Law, is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreementany Loan Document, will not (i) conflict with or violate except for the organizational documents authorization of the BorrowerFederal Energy Regulatory Commission and the Kentucky Public Service Commission, each of which authorization has been duly obtained and is in full force and effect as of the date hereof. (iie) violate There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any Governmental Authority or require arbitrator that is reasonably likely to have a Material Adverse Effect, except as may be disclosed in the consent of any third party or regulatory bodyDisclosure Documents. 5.4. (f) The financial statements issued by consolidated balance sheets of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2013, March 31, 2014, June 30, 2014 and September 30, 2014, and the related consolidated statements of income, changes in shareholder’s equity and comprehensive income (loss) and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal periods then ended, accompanied by (in the case of such financial statements for the fiscal year ended December 31, 2013) an opinion of Deloitte & Touche LLP, an independent registered public accounting firm, copies of each of which have been furnished to each Lender, fairly present (subject, in the case of such financial statements for the fiscal quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 to year-end adjustments) the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, and all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2013, there have has been no material adverse changes in Borrower’s Material Adverse Change. (g) No written statement, information, report, financial condition since the date statement, exhibit or schedule furnished by or on behalf of the most recent financial statementsBorrower to the Administrative Agent or any Lender in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. 5.5. There are no actions(h) Except as may be disclosed in the Disclosure Documents, suits, investigations, or proceedings pending or threatened against the Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable lawsto it. (i) No failure to satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, regulationswhether or not waived, has occurred with respect to any Plan. The Borrower has not incurred, and ordinancesdoes not presently expect to incur, and no event has occurred any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could result reasonably be expected to have a Material Adverse Effect. The Borrower and each of its ERISA Affiliates have complied in all material respects with ERISA and the Internal Revenue Code. The Borrower and each of its Subsidiaries have complied in all material respects with foreign law applicable to its Foreign Plans, if any. As used herein, the term “Plan” means an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan, by the Borrower or any material violation thereof. 5.7of its ERISA Affiliates. Borrower The term “Multiemployer Plan” means any Plan which is not a “multiemployer plan” (as such term is defined in default under Section 4001(a)(3) of ERISA). The term “Foreign Plan” means any debenturespension, bondsprofit-sharing, deferred compensation, or other material obligationsemployee benefit plan, and no event has occurred thatprogram or arrangement maintained by any Subsidiary which, with notice and/or lapse of timeunder applicable local foreign law, would constitute is required to be funded through a defaulttrust or other funding vehicle. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesOhio. 5.2. (b) The execution, delivery and performance by the Borrower has of this Amendment and the full Credit Agreement, as amended hereby, are within the Borrower’s corporate power powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter, regulations or by-laws, as applicable, or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no or regulatory body or any other consents, approvals, authorizations or permits third party is required on its part for the consummation due execution, delivery or performance by the Borrower of this Amendment or the transactions contemplated hereunder. The Borrower Credit Agreement, as amended hereby. (d) This Amendment has been duly and validly executed and delivered this by the Borrower. This Amendment and the Credit Agreement, as amended hereby, to which constitutes the Borrower is a party are legal, valid and binding obligation obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms. 5.3. The execution and delivery of this Agreement by the Borrower does not(e) There is no pending or threatened action, and the performance by the Borrower of its obligations under this Agreementsuit, will not (i) conflict with investigation, litigation or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the consent Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Amendment or any third party or regulatory bodyof the Credit Agreement, as amended hereby. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no (f) No event has occurred and is continuing that could result in any material violation thereofconstitutes a Default. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesincorporation. 5.2. (b) The execution, delivery and performance by the Borrower has of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. 5.3. (e) The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents Audited Statements of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements. Since December 31, 2009, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (iif) violate There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the consent matters disclosed or contemplated in the SEC Reports (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any third party Loan Document or regulatory bodythe consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. 5.4. (g) The financial statements issued by operations and properties of the Borrower and publicly available are completeeach of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, accurateall past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and fairly present no circumstances exist that could be reasonably likely to (i) form the financial condition basis of an Environmental Action against the Borrower as or any of the dates statedSignificant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there have has been no material adverse changes change in Borrower’s financial condition since the date of the most recent financial statementssuch funding status. 5.5. There are no actions, suits, investigations, (j) Neither the Borrower nor any ERISA Affiliate has incurred or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability is reasonably expected to perform its obligations under this Agreementincur any Withdrawal Liability to any Multiemployer Plan. 5.6. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in material compliance with all applicable lawsreorganization or has been terminated, regulations, and ordinanceswithin the meaning of Title IV of ERISA, and no event has occurred that could result such Multiemployer Plan is reasonably expected to be in any material violation thereofreorganization or to be terminated, within the meaning of Title IV of ERISA. 5.7(l) Except as set forth in the financial statements referred to in subsection (e) above, the Borrower and its Subsidiaries have no material liability with respect to “expected post retirement benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in default under any debentures, bonds, the business of extending credit for the purpose of purchasing or other material obligationscarrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no event has occurred thatproceeds of any Revolving Credit Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Revolving Credit Advance hereunder, with notice and/or lapse margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. (n) Neither the Borrower nor any of its Subsidiaries is, or after the making of any Revolving Credit Advance or the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, required to be registered as an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (within the meaning of the Investment Company Act of 1940, as amended). (o) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time, would constitute a defaultas such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither the Borrower nor any Subsidiary of the Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, (p) Neither the Borrower did not receive nor any other representations Subsidiary of the Borrower (i) is under investigation by any Governmental Authority for, or warranties from has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, or any violation under any laws or regulations relating to money laundering or terrorist financing, including the LenderBank ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §§▇▇▇▇ et. seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as followsthat: 5.1. The Borrower (a) it has been duly incorporated, validly exists and is a corporation duly organized and validly existing in good standing under the laws jurisdiction of the State of Israel. The Borrower is duly qualified to conduct its incorporation and each jurisdiction where it carries on business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and been duly licensed to carry on its businesses.business in all jurisdictions where it is carrying on business, 5.2. The Borrower (b) it has the full corporate power and authority to enter into, execute and deliver and to keep, observe and perform all of the covenants, agreements and other obligations made by or imposed on it under this Agreement and the Security Agreement (together the “Loan Documents”), (c) the Loan Documents and all other instruments and agreements delivered by the borrower to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations Lender pursuant to this Agreement have been or permits required will be validly executed by it or on its part for behalf and, when delivered to the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this AgreementLender, which constitutes a will be legal, valid and binding obligation obligations of the Borrowerit, enforceable against the Borrower in accordance with its their respective terms., except as enforcement may be limited by, 5.3. The execution (i) applicable bankruptcy, insolvency, moratorium, reorganization and similar laws at the time in effect affecting the rights of creditors generally, and (ii) equitable principles which may limit the availability of certain remedies, including the remedy of specific performance, (d) the execution, delivery of this Agreement by the Borrower does not, and the performance by it of the Borrower Loan Documents does not contravene any material provision of any regulation, order or permit applicable to it, or cause a breach of or constitute a default under or require any consent under any agreement or instrument to which it is a party or by which it is bound except such as have been obtained, (e) there are no suits or judicial proceedings or proceedings before any governmental commission, board or other agency, actual, pending or to its knowledge threatened against it which involves a significant risk of a judgment or liability which, if satisfied, would have an adverse effect upon its financial position or the ability to meet its obligations under this Agreement, will not Agreement or to grant the Loan Documents, (if) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower it is not in default under any debenturesguarantee, bonds, note or other material obligationsinstrument evidencing any indebtedness, other than as disclosed in writing to the Lender by the Borrower, and to its knowledge there exists no event has occurred thatstate of facts which, with after notice and/or or lapse of timetime or both or otherwise, would constitute such a default, and (g) no event is outstanding which constitutes, or with notice or lapse of time or both would constitute, an Event of Default (as defined below). 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower Iowa and is duly qualified to do business and is in good standing as a foreign corporation under the laws of each state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and has each Material Subsidiary is duly organized, validly existing and in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunderhereby and thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. The Borrower Each Loan Document has been duly and validly executed and delivered by the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document, other than such Governmental Approvals that have been duly obtained and are in full force and effect, which as of the date hereof include: Letter Order issued March 29, 2022, in Docket No. ES22-26-000, by the FERC. (d) The execution, delivery and performance by Borrower of the Loan Documents will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, which constitutes except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) Each Loan Document is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and by the application of general equitable principles. 5.3. (f) The execution Borrower and delivery of this Agreement by each Material Subsidiary are in compliance with all Applicable Laws (including Environmental Laws), except to the Borrower does notextent that failure to comply would not reasonably be expected to have a Material Adverse Effect. (g) There is no action, and the performance by the Borrower of its obligations under this Agreementsuit, will not (i) conflict with proceeding, claim or violate the organizational documents of dispute pending or, to the Borrower’s knowledge, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment threatened against or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Material Subsidiaries, or require any of its or their respective properties or assets, before any Governmental Authority that, individually or in the consent aggregate, could reasonably be expected to have a Material Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of any third party nature issued by any Governmental Authority directing that any material aspect of the transactions expressly provided for in any of the Loan Documents not be consummated as herein or regulatory bodytherein provided. 5.4. (h) The financial statements issued by consolidated balance sheet of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2021, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent and each Lender, present fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as may be disclosed therein). (i) Since December 31, 2021, no event has occurred that could reasonably be expected to have a Material Adverse Effect. (j) The Borrower and each Material Subsidiary have filed or caused to be filed all U.S. Federal and other material tax returns that are required by Applicable Law to be filed, and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property; other than (i) with respect to taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the dates statedBorrower or the applicable Material Subsidiary, and there have been no material adverse changes as the case may be, or (ii) to the extent that the failure to do so could not reasonably be expected to result in Borrower’s financial condition since the date of the most recent financial statementsa Material Adverse Effect. 5.5(k) No ERISA Event has occurred other than as would not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. There are no actions, suitssuits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any of its ERISA Affiliates, threatened, that would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code or ERISA on the assets of the Borrower or any of its ERISA Affiliates exists or is likely to arise with respect to any Pension Plan. The Borrower and each of its Subsidiaries have complied with foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect. (l) The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Loan will be used to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of any Extension of Credit, not more than 25% of the value of the assets of the Borrower and the Material Subsidiaries that are subject to the restrictions of Section 5.02(a) or (c) constitute Margin Stock. (m) Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. (n) There are no claims, liabilities, investigations, litigation, notices of violation or proceedings liability, administrative proceedings, judgments or orders, whether asserted, pending or threatened threatened, relating to any liability under or compliance with any applicable Environmental Law, against the Borrower or any Material Subsidiary or relating to any real property currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary, that could would reasonably be expected to have a material adverse effect on its ability Material Adverse Effect. No Hazardous Materials have been or are present or are being spilled, discharged or released on, in, under or from property (real, personal or mixed) currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary in any quantity or manner violating, or resulting in liability under, any applicable Environmental Law, which violation or liability would reasonably be expected to perform its obligations under this Agreementhave a Material Adverse Effect. 5.6. (o) No written statement or information furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or delivered pursuant hereto, in each case as of the date such statement or information is made or delivered, as applicable, contained or contains, any material misstatement of fact or intentionally omitted or omits to state any material fact necessary to make the statements therein, in material the light of the circumstances under which they were, are, or will be made, not misleading. (p) Each Material Subsidiary as of the date hereof is set forth on Schedule III. (q) The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, directors and employees and their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions in all applicable lawsmaterial respects. None of the Borrower or any Subsidiary is a Sanctioned Person. No Borrowing or Letter of Credit, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, use of proceeds or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a defaulttransaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesincorporation. 5.2. (b) The execution, delivery and performance by the Borrower has of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby and thereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No consent, authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document to which it is a party. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally. 5.3. (e) The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents Audited Statements of the Borrower, DECO and MichCon and the Unaudited Statements of the Borrower, DECO and MichCon, copies of each of which have been furnished to each Lender, fairly present, subject in the case of Unaudited Statements to normal year-end audit adjustments, the Consolidated financial condition, results of operations and cash flows of the relevant Persons and entities, as at the dates and for the periods therein indicated, all in accordance with generally accepted accounting principles consistently applied as in effect on the date of such Audited Statements or Unaudited Statements, as applicable. Since December 31, 2004, there has been no Material Adverse Change, except as shall have been disclosed or contemplated in the SEC Reports. (iif) violate There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the consent matters disclosed or contemplated in the SEC Reports (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of any third party Loan Document or regulatory bodythe consummation of the transactions contemplated hereby, and there has been no adverse change in the status or financial effect on the Borrower or any of its Significant Subsidiaries, of the Disclosed Litigation from that disclosed or contemplated in the SEC Reports that could be reasonably likely to have a Material Adverse Effect. 5.4. (g) The financial statements issued by operations and properties of the Borrower and publicly available are completeeach of the Significant Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, accurateall past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, except as disclosed or contemplated in the SEC Reports, and fairly present no circumstances exist that could be reasonably likely to (i) form the financial condition basis of an Environmental Action against the Borrower as or any of the dates statedSignificant Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could have a Material Adverse Effect. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there have has been no material adverse changes change in Borrower’s such funding status. (j) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (k) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (l) Except as set forth in the financial condition since statements referred to in subsection (e) above, the date Borrower and its Subsidiaries have no material liability with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (m) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the most recent financial statementsFederal Reserve System), and no proceeds of any Credit Extension will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock; and after applying the proceeds of each Credit Extension hereunder, margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale or pledge, or any other restriction hereunder. 5.5. There are no actions, suits, investigations(n) Neither the Borrower nor any of its Subsidiaries is, or proceedings pending after the making of any Credit Extension or threatened against the application of the proceeds or repayment thereof, or the consummation of any of the other transactions contemplated hereby, will be, an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company" (within the meaning of the Investment Company Act of 1940, as amended). (o) The Borrower that could have a material adverse effect on its ability is exempt from being required to seek approval to perform its obligations under this Agreementthe Loan Documents pursuant to Rule 2 of the Rules and Regulations promulgated pursuant to the Public Utility Holding Company Act of 1935, as amended. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesWisconsin. 5.2. (b) The execution, delivery and performance by the Borrower has of this Amendment and the full Credit Agreement, as amended hereby, are within the Borrower’s corporate power powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no or regulatory body or any other consents, approvals, authorizations or permits third party is required on its part for the consummation due execution, delivery or performance by the Borrower of this Amendment or the transactions contemplated hereunder. The Borrower Credit Agreement, as amended hereby, to which it is or is to be a party. (d) This Amendment has been duly and validly executed and delivered this by the Borrower. This Amendment or the Credit Agreement, which constitutes a as amended hereby, are legal, valid and binding obligation obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms. 5.3. The execution and delivery of this Agreement by (e) There is no pending or, to the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents knowledge of the Borrower, (ii) violate threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower arbitrator that could (i) is reasonably likely to have a material adverse effect on its ability Material Adverse Effect or (ii) purports to perform its obligations under affect the legality, validity or enforceability of this Amendment or the Credit Agreement, as amended hereby. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction indicated in the recital of Israel. The Borrower is duly qualified parties to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesthis Amendment. 5.2. (b) The execution, delivery and performance by the Borrower has of this Amendment and the full corporate power and authority to execute and deliver this Credit Agreement and the Notes, as amended hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Borrower’s charter or by-laws or(ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to consummate the transactions contemplated hereunder. There are no or filing with, any governmental authority or regulatory body or any other consents, approvals, authorizations or permits third party is required on its part for the consummation due execution, delivery or performance by the Borrower of this Amendment or the transactions contemplated hereunder. The Borrower Credit Agreement and the Notes, as amended hereby. (d) This Amendment has been duly and validly executed and delivered this Agreementby the Borrower. This Amendment and the Credit Agreement and the Notes, which constitutes a as amended hereby, are legal, valid and binding obligation obligations of the Borrower, enforceable against the Borrower in accordance with its termstheir respective terms (subject, as the enforcement of remedies, to applicable bankruptcy, reorganization, moratorium and similar laws affecting creditors rights generally). 5.3. The execution and delivery of this Agreement by the Borrower does not(e) There is no pending or threatened action, and the performance by the Borrower of its obligations under this Agreementsuit, will not (i) conflict with investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the consent legality, validity or enforceability of this Amendment or any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates statedother Loan Documents, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementsas amended hereby. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants warrants, as of the Effective Date (other than with respect to paragraph (l)) and as of the Lender Closing Date, as follows: 5.1. (a) The Borrower (i) is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower New Jersey and (ii) is duly qualified and in good standing under the laws of New Jersey and each of the respective states in which its principal operating facilities are located, except, with respect to conduct its business and has this clause (ii) only, in states where the requisite corporate power and authority and any necessary governmental authority, franchise, license failure to be so qualified or permit in good standing would not reasonably be expected to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesresult in a Material Adverse Effect. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes (i) are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and (ii) do not contravene (x) the Borrower’s charter or by-laws or (y) law or any material contractual restriction binding on the Borrower or, to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation knowledge of the Borrower, any other contractual restriction binding on the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes. (d) This Agreement and the Notes (when delivered hereunder) have been duly executed and delivered and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 5.3. (i) The execution and delivery consolidated balance sheets of this Agreement by the Borrower does notand its Consolidated Subsidiaries as at September 30, 2013, and the performance by related statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Administrative Agent, fairly present the consolidated financial condition of the Borrower and its obligations under this AgreementConsolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such date, will not all in accordance with generally accepted accounting principles consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 2014 and the related unaudited consolidated statements of income and cash flows for the six months then ended and set forth in the Borrower’s Report on Form 10-Q for the quarter ended June 30, 2014, copies of which have been furnished to the Administrative Agent, fairly present, in conformity which generally accepted accounting principles applied on a basis consistent with the financial statements referred to in clause (i) conflict with or violate of this paragraph (e), the organizational documents consolidated financial position of the Borrower, Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable subject to the Borrower or by which any of its properties or assets is bound or affected; normal year-end adjustments). (iii) violate any agreement Since September 30, 2013, there has been no material adverse change in the business, condition (financial or arrangement otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended. (f) There is no pending (or, to the Borrower’s knowledge, threatened) action or proceeding against the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are completearbitrator, accurate, and fairly present the financial condition of Borrower as of the dates stated, and in which there have been no material is likely to be an adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower decision that could (i) would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Borrower and its ability Subsidiaries, taken as a whole, except as disclosed in filings made by the Borrower with the Securities and Exchange Commission on or before October 5, 2014, or (ii) purports to perform its obligations under affect the legality, validity, binding effect or enforceability of this AgreementAgreement or any Note. 5.6(g) No proceeds of any Loan will be used directly or indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) The Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all other material tax returns required to be filed by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for filings or payments the failure of which to make would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (i) Each Plan, and, to the knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in the ordinary course of business, to the PBGC established under ERISA in connection with any Plan or Multiemployer Plan. (j) The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (k) No statement, information, report, representation, or warranty made by the Borrower in this Agreement or furnished to the Administrative Agent or any Lender by or on behalf of the Borrower in connection with this Agreement or contained in any filing made by the Borrower with the Securities and Exchange Commission (taken as a whole with all other information, including amendments and supplements then filed with the Securities and Exchange Commission) contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (l) The Borrower and its Subsidiaries are, as of the Closing Date, after giving effect to the Acquisition and the making of the Loans and application of the proceeds thereof, on a consolidated basis, Solvent. (m) Each of the Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any real estate asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such real estate asset or the operations of the Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (i) None of the Borrower or any of its Subsidiaries or any of their respective directors, officers or, to the knowledge of the Borrower, employees, agents, advisors or Affiliates is the subject of any sanctions or economic embargoes administered or enforced by the United States, the United Kingdom, the United Nations, the European Union, the respective institutions or agencies of any of the foregoing, or any other applicable sanctions authority (collectively, “Sanctions”, and the associated laws, regulationsrules, regulations and ordinancesorders, and no event collectively, “Sanctions Law”). (ii) None of the Borrower or any of its Subsidiaries or their respective directors, officers or employees or, to the knowledge of the Borrower, agents, advisors or Affiliates acting for or on behalf of the Borrower or its Subsidiaries has occurred that could result engaged in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, activity or other material obligations, and no event has occurred that, with notice and/or lapse of time, conduct which would constitute a defaultmaterial violation of (x) any Sanctions Laws, (y) the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption laws, rules, regulations or orders (collectively, “Anti-Corruption Laws”) or (z) the USA PATRIOT Act or any other applicable terrorism or money laundering laws, rules, regulations or orders (collectively, “Anti-Money Laundering Laws”). 5.8. Except (iii) Each of the Borrower and its Subsidiaries and Affiliates has instituted and maintained policies, procedures and a system of internal controls designed to promote and achieve compliance with all Sanctions Laws, Anti-Corruption Laws, and Anti-Money Laundering Laws. (iv) No part of the proceeds of the Loans will be used, directly or indirectly, (x) for the representations and warranties set forth purpose of financing any activities or business of or with any Person that at such time is the subject of any Sanctions, with or in Section ‎5 hereinany country or territory to the extent that such country or territory is the subject of any Sanctions, or in any other manner that reasonably would be expected to result in the Borrower did not receive or any other representations Lender being in breach of any Sanctions Laws, (y) for any payments to any governmental official or warranties from employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Law, or (z) in any way that would violate the LenderUSA PATRIOT Act or any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. The Borrower (a) Each Loan Party is a corporation duly organized and organized, validly existing and in good standing under the laws of the State laws of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesjustification of organization. 5.2. (b) The Borrower has execution, delivery and performance by each Loan Party of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunderhereby and thereby, are within such Loan Party’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other action, and do not contravene (i) such Loan Party’s charter or by-laws or other organizational documents, (ii) law, (iii) any indenture, deed of trust, credit agreement or loan agreement binding on or affecting the Borrower or (iv) any other material agreement, contract or instrument binding on or affecting such Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by any Loan Party of the Loan Documents to which it is or is to be a party. The Borrower No authorization or approval or other action by, and no notice to or filing with, any third party is required for the due execution, delivery and performance by any Loan Party of the Loan Documents to which it is or is to be a party, except to the extent that failure to so obtain or so file could not reasonably be expected to have a Material Adverse Effect. (d) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly and validly executed and delivered this Agreementby each Loan Party party thereto. This Agreement is, which constitutes a and each other Loan Document when delivered hereunder will be, legal, valid and binding obligation obligations of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) Each of (i) the Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2010, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young LLP, independent public accountants and (ii) the Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2011, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal quarter then ended, in each case copies of which have been furnished to each Lender, fairly present in accordance with GAAP the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied (subject, in the case of such quarterly financial statements, to year-end adjustments and the absence of footnotes). Except as disclosed in the Public Filings, since December 31, 2010, no event or circumstance has occurred and is continuing that could reasonably be expected to result in a Material Adverse Change. (f) Except as disclosed in the Public Filings, there is no pending or, to the knowledge of the Borrower, enforceable against the Borrower in accordance with its terms. 5.3. The execution and delivery of this Agreement by the Borrower does notthreatened action, and the performance by the Borrower of its obligations under this Agreementsuit, will not (i) conflict with investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) could be reasonably likely to adversely affect the legality, validity or enforceability of its subsidiaries are party to; this Agreement or require any other Loan Documents or the consent consummation of any third party the transactions contemplated hereby or regulatory bodythereby. 5.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurateBoard of Governors of the Federal Reserve System, and fairly present no proceeds of any Loan will be used to purchase or carry any margin stock in violation of such Regulation U or to extend credit to others for the financial condition purpose of purchasing or carrying any margin stock. (h) The Borrower as is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the dates statedInvestment Company Act of 1940, as amended. (i) Each Loan Party is, individually and there have been together with its Subsidiaries, Solvent. (j) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished in writing by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation of this Agreement or the other Loan Documents or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made and taken as a whole, not materially misleading; provided that, with respect to projected financial information and forward-looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made and provided, further, that the Borrower makes no material adverse changes representation or warranty with respect to general industry information contained in Borrower’s financial condition since the Information Memorandum derived from consultants or public or third party sources except that the Borrower believed, to the best of its knowledge and on the date of the most recent financial statementsInformation Memorandum, such information to be reliable. 5.5. There are no actions, suits, investigations(k) Each of the Borrower and its Subsidiaries have good title in fee simple to, or proceedings pending valid leasehold interests in, all real property material to their respective businesses, except for such defects in title as could not, individually or threatened against Borrower that could in the aggregate, reasonably be expected to have a material adverse effect on Material Adverse Effect, and none of the property of the Borrower and its ability Subsidiaries is subject to perform its obligations under this Agreementany Lien, except for Permitted Liens. 5.6. (l) The properties of the Borrower and its Subsidiaries are insured with responsible and reputable insurance companies or associations not Affiliates of such Persons (other than any self-insurance maintained in the ordinary course of business). (m) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. (n) Schedule 4(n) sets forth the name of, the ownership interest of the Borrower in, the jurisdiction of incorporation or organization of, and the type of, each Subsidiary, in each case as of the Effective Date. (o) The Borrower and each Subsidiary has filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed and paid all amounts of taxes shown thereon to be due (including interest and penalties) and has paid all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except (a) for such taxes which are not yet delinquent or that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP or (b) where such nonfiling or nonpayment would not have a Material Adverse Effect. (p) The Borrower and each Subsidiary is in material compliance with all applicable laws, regulationsrules, regulations and ordinancesorders and all judgments, decrees and no event has occurred that could orders of any Governmental Authority, except where (a) the necessity of compliance therewith is being contested in good faith by appropriate proceedings or (b) non-compliance, either singly or in the aggregate, would not reasonably be expected to result in any material violation thereofa Material Adverse Effect. 5.7. (q) Neither the Borrower nor any Subsidiary is not in default under or with respect to any debentures, bonds, or other material obligations, and no event of their contractual obligations in any respect which would be reasonably expected to have a Material Adverse Effect. No Default has occurred that, with notice and/or lapse of time, would constitute a defaultand is continuing. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower Each Loan Party represents and warrants to Chase, as the Lender Lender, Swingline Lender, Issuing Bank and the Administrative Agent as follows: 5.1. (i) The Borrower execution, delivery and performance of this Amendment and all agreements, instruments and documents delivered pursuant hereto by each Loan Party have been duly authorized by all necessary corporate action, and do not and will not violate any provision of any law, rule, regulation, order, judgment, injunction or writ presently in effect applying to any Loan Party, or the articles of incorporation of any Loan Party, or result in a breach of or constitute a default under any material agreement, lease or instrument to which any Loan Party is a corporation duly organized party or by which any Loan Party or any of their respective properties may be bound or affected; (ii) no authorization, consent, approval, license, exemption or filing of a registration with any court or governmental department, agency or instrumentality is or will be necessary to the valid execution, delivery or performance by any Loan Party of this Amendment and validly existing under all agreements, instruments and documents delivered pursuant hereto; and (iii) this Amendment is the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authoritylegal, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation of the Borrower, each Loan Party and is enforceable against the Borrower each Loan Party in accordance with its terms. 5.3. (b) The execution representations and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents warranties contained in Article III of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries Credit Agreement are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower true and publicly available are complete, accurate, correct on and fairly present the financial condition of Borrower as of the dates statedExecution Date with the same force and effect as if made on and as of the Execution Date. (c) No Default or Event of Default has occurred and is continuing or will exist under the Credit Agreement as of the Execution Date. (d) The Borrower’s constituent documents (articles of incorporation and by-laws) have not been amended or otherwise changed since August 27, 2013. No Guarantor’s constituent documents (articles of incorporation and there by-laws) have been no material adverse changes in Borrower’s financial condition amended or otherwise changed since the date of the most recent financial statementsAugust 27, 2013. 5.5. There are (e) Since August 27, 2013, no actionsevent, suits, investigations, change or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event condition has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bondshas had, or other material obligationscould reasonably be expected to have, and no event has occurred that, with notice and/or lapse of time, would constitute a defaultMaterial Adverse Effect. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has of this Amendment and the full Credit Agreement, as amended hereby, are within the Borrower’s corporate power powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any material contractual restriction binding on the Borrower, in each case under this clause (ii), other than any such contravention which could not be reasonably likely to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no or regulatory body or any other consents, approvals, authorizations or permits third party is required on its part for the consummation due execution, delivery and performance by the Borrower of this Amendment or any of the transactions contemplated hereunder. The Borrower Credit Agreement, as amended hereby. (d) This Amendment has been duly and validly executed and delivered this by the Borrower. This Amendment and the Credit Agreement, which constitutes a as amended hereby, are the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its termstheir respective terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement in sought in equity or at law). 5.3. The execution and delivery of this Agreement by the Borrower does not(e) There is no pending or threatened action, and the performance by the Borrower of its obligations under this Agreementsuit, will not (i) conflict with investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the consent of any third party Disclosed Litigation) and there has been no adverse change in the status, or regulatory body. 5.4. The financial statements issued by effect on the Borrower and publicly available are completeor any of its Subsidiaries, accurate, and fairly present the financial condition of Borrower as of the dates statedDisclosed Litigation or (ii) purports to affect the legality, and there have been no material adverse changes in Borrower’s financial condition since validity or enforceability of this Amendment or the date of the most recent financial statementsCredit Agreement, as amended hereby. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has of this Amendment and the full Credit Agreement, as amended hereby, are within the Borrower’s corporate power powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Borrower’s charter or by-laws or (ii) any applicable law or any material contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no or regulatory body or any other consents, approvals, authorizations or permits third party is required on its part for the consummation due execution, delivery and performance by the Borrower of this Amendment or the transactions contemplated hereunder. The Borrower Credit Agreement, as amended hereby. (d) This Amendment has been duly and validly executed and delivered this by the Borrower. This Amendment and the Credit Agreement, which constitutes a as amended hereby are legal, valid and binding obligation obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 5.3. The execution and delivery of this Agreement by (e) There is no pending or, to the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents knowledge of the Borrower, (ii) violate threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the consent Disclosed Litigation) or (ii) purports to materially adversely affect the legality, validity or enforceability of any third party this Amendment or regulatory bodythe Credit Agreement, as amended hereby. 5.4. The financial statements issued by the Borrower and publicly available are complete(f) After giving effect to this Amendment, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event Default has occurred that could result in any material violation thereofand is continuing. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants warrants, on the Effective Date (other than with respect to Section 4.01(o)) and the Lender Funding Date, as follows: 5.1. The Borrower (a) Each of the Borrower, the Guarantor Subsidiaries and each Material Subsidiary (i) is a corporation Person duly organized and continued organized, formed or incorporated, validly existing and in good standing under the laws of the State jurisdiction of Israel. The Borrower its continuance, organization, formation or incorporation, (ii) is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower business in all jurisdictions in which it carries on any business, except to the extent the failure to be so qualified would not have a Material Adverse Effect, and (iii) has the full corporate power and authority to execute own its properties and deliver this Agreement conduct its business as presently conducted. (b) The execution, delivery and performance by each Loan Party of each Loan Document to consummate the transactions contemplated hereunder. There are no other consentswhich it is a party, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The Borrower thereby, are within such Loan Party’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other organizational action of such Loan Party and do not contravene (i) such Loan Party’s articles, charter, by-laws or similar organizational documents or (ii) any law or any contractual restriction binding on or affecting such Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by each Loan Party of each Loan Document to which it is a party. (d) Each Loan Document has been duly and validly executed and delivered this Agreementby each Loan Party that is a party thereto. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrowereach Loan Party thereto, enforceable against the Borrower such Loan Party in accordance with its terms, except to the extent that such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and may be subject to the discretion of courts with respect to the granting of equitable remedies and to the power of courts to stay proceedings for the execution of judgments. 5.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2022, and the performance by related Consolidated statements of earnings, changes in shareholders’ equity and cash flows of the Borrower of and its obligations under this AgreementSubsidiaries for the fiscal year then ended, will not (i) conflict with or violate the organizational documents accompanied by an opinion of the Borrower’s auditors thereon, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable copies of which have been made available to the Lenders prior to the Effective Date, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations and cash flows of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied. Since December 31, 2022, there has been no Material Adverse Change. (f) There is no action, suit, litigation or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party to; Subsidiaries, including any Environmental Action, pending or, to the best of the Borrower’s knowledge after reasonable investigation, overtly threatened, before any court, governmental agency or require arbitrator that (i) is reasonably likely to be determined adversely, and if determined adversely, would have a Material Adverse Effect or (ii) purports to affect adversely the consent legality, validity or enforceability of any third party Loan Document or regulatory bodythe consummation of the transactions contemplated thereby. 5.4. (g) The financial statements issued by the Borrower and publicly available are complete, accurateeach of its Subsidiaries, and fairly present the financial condition of Borrower as of the dates statedtheir respective operations and properties, and there have been no comply in all material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance respects with all applicable laws, regulationsrules, regulations and orders, except where the failure to comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Neither the Borrower nor any of the Guarantor Subsidiaries is an Investment Company, as such term is defined in the Investment Company Act of 1940, as amended. (i) The Borrower and each of its Subsidiaries have filed, have caused to be filed or have been included in all tax returns (federal, state, local and foreign) required to be filed or, in the case of income taxes, required to be filed and where the failure to do so would cause the imposition of a penalty or interest, and ordinancesin each case have paid all taxes shown thereon to be due, together with applicable interest and penalties other than taxes that are being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan; (ii) Schedule SB (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule SB there has been no material adverse change in such funding status; (iii) Neither the Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan; (iv) Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan has been terminated, within the meaning of Title IV of ERISA, and no event has occurred such Multiemployer Plan is reasonably expected to be terminated, within the meaning of Title IV of ERISA; and (v) With respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by the Borrower or any Subsidiary of the Borrower that could result is not subject to United States law (a “Foreign Plan”): (A) Any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in any material violation thereofaccordance with normal accounting practices. 5.7. Borrower (B) The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is not in default under any debentures, bonds, sufficient to procure or other material provide for the accrued benefit obligations, and no event has occurred thatas of the date hereof, with notice and/or lapse of time, would constitute a defaultrespect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable GAAP. 5.8. Except for the representations (C) Each Foreign Plan required to be registered has been registered and warranties set forth has been maintained in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lendergood standing with applicable regulatory authorities.

Representations and Warranties of the Borrower. The Borrower represents and warrants to each of the Lender Incremental Revolving Lenders and the Administrative Agent that as followsof the date hereof: 5.1. The (a) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and, if required, stockholder or similar action and that this Amendment is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authoritylegal, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms., subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; 5.3. The execution (b) each of the representations and delivery warranties contained in the Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) is true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of this Agreement the date hereof (other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any such representation or warranty which is already qualified as to materiality or by the Borrower does notreference to Material Adverse Effect shall be true and correct in all respects) on and as of such earlier date); (c) immediately prior to, and after giving effect to this Amendment and the performance Revolving Commitment Increase, no Default has occurred and is continuing; and (d) the incurrence by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents Indebtedness in the full amount of the Borrower, Revolving Commitment Increase (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to and the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued securing thereof by the Borrower and publicly available are complete, accurate, and fairly present Collateral) is permitted by the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementsSenior Note Documents. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws, (ii) applicable law or (iii) any material contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or, other than as would not reasonably be expected to have a Material Adverse Effect, any other third party, is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and by equitable principles. 5.3(e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2017, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, copies of which have been furnished to each Lender, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. The execution and delivery of this Agreement Since December 31, 2017, there has been no Material Adverse Change other than as disclosed in any periodic report filed prior to the date hereof by the Borrower does notwith the Securities and Exchange Commission. (f) There is no pending or, and to the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents knowledge of the Borrower, (ii) violate threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the consent legality, validity or enforceability of this Agreement or any third party Note or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as consummation of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementstransactions contemplated hereby. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesWisconsin. 5.2. (b) The execution, delivery and performance by the Borrower has of this Amendment and the full Credit Agreement, as amended hereby, are within the Borrower’s corporate power powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no or regulatory body or any other consents, approvals, authorizations or permits third party is required on its part for the consummation due execution, delivery or performance by the Borrower of this Amendment or the transactions contemplated hereunder. The Borrower Credit Agreement, as amended hereby, to which it is or is to be a party. (d) This Amendment has been duly and validly executed and delivered this by the Borrower. This Amendment and the Credit Agreement, which constitutes a as amended hereby, are legal, valid and binding obligation obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms. 5.3. The execution and delivery of this Agreement by (e) There is no pending or, to the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents knowledge of the Borrower, (ii) violate threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower arbitrator that could (i) is reasonably likely to have a material adverse effect on its ability Material Adverse Effect or (ii) purports to perform its obligations under affect the legality, validity or enforceability of this Amendment or the Credit Agreement, as amended hereby. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has of this Amendment, the full corporate power and authority to execute and deliver this Credit Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for Loan Documents and the consummation of the transactions contemplated hereunder. The hereby and thereby are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by the Borrower of this Amendment or the Credit Agreement. (d) This Amendment has been duly and validly executed and delivered this Agreementby the Borrower. This Amendment and the Credit Agreement are the legal, which constitutes a valid and binding obligation obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except to the extent that such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and may be subject to the discretion of courts with respect to the granting of equitable remedies and to the power of courts to stay proceedings for the execution of judgments. 5.3. The execution and delivery of this Agreement by the Borrower does not(e) There is no action, and the performance by the Borrower of its obligations under this Agreementsuit, will not (i) conflict with litigation or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party to; Subsidiaries, including any Environmental Action, pending or, to the best of the Borrower’s knowledge after reasonable investigation, overtly threatened, before any court, governmental agency or require arbitrator that (i) is reasonably likely to be determined adversely, and if determined adversely, would have a Material Adverse Effect or (ii) purports to affect adversely the consent legality, validity or enforceability of any third party this Amendment, the Credit Agreement or regulatory bodythe consummation of the transactions contemplated hereby and thereby. 5.4. The financial statements issued by the Borrower and publicly available are complete(f) Since December 31, accurate2012, and fairly present the financial condition of Borrower as of the dates stated, and there have has been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementsMaterial Adverse Change. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the other Loan Documents to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the other Loan Documents to be delivered by it, except for such authorizations and approvals which have been obtained and notices and filings which have been made and those the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. 5.3. (e) The execution audited consolidated balance sheets and delivery the statements of this Agreement by income, stockholders’ equity, and cash flow for the Borrower does notand its consolidated Subsidiaries as of and for each fiscal year of the Borrower in the fiscal year period ended on December 31, 2018, including the notes thereto, if applicable, present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries as of the date and for the period referred to therein and the performance by results of operations and cash flows for the Borrower periods then ended, and, except as set forth on Schedule 4.01(e), were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except, in the case of its obligations under this Agreementinterim period financial statements, will not for the absence of notes and for normal year-end adjustments and except as otherwise noted therein. Since December 31, 2018, there has been no Material Adverse Change. (if) conflict with There is no pending or violate the organizational documents of the Borrowerthreatened action, (ii) violate suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the consent matters described on Schedule 4.01(f) Disclosed Litigation hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any third party other Loan Document or regulatory bodythe consummation of the transactions contemplated hereby. 5.4. (g) The financial statements Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U or X issued by the Borrower and publicly available are complete, accurateBoard of Governors of the Federal Reserve System), and fairly present no proceeds of any Advance will be used to purchase or carry any margin stock in violation of said Regulations T, U or X or to extend credit to others for the financial condition purpose of purchasing or carrying any margin stock in violation of said Regulations T, U or X. (h) The Borrower is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. (i) The written information furnished by or on behalf of the dates statedBorrower to the Agent or any Lender in connection with the negotiation and syndication of this Agreement (other than information of a general economic or industry nature or financial estimates, forecasts and other forward-looking information and after giving effect to all supplements and updates thereto), when taken as a whole, does not contain any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not materially misleading in light of the circumstances under which such statements are made. (j) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Plan is in compliance with ERISA, the Code and any applicable law; (ii) no Reportable Event has occurred; (iii) no Plan is reasonably likely to be insolvent or in reorganization and no written notice of any such insolvency or reorganization has been given to the Borrower; (iv) each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 303 of ERISA; (v) neither the Borrower nor any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan or Multiemployer Plan pursuant to Section 406, 409, 502(c), (i) or (l), 4062, 4063, 4064, 4069, 4201, 4204 or 4071 of ERISA or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; (vi) no proceedings have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There instituted (or are no actions, suits, investigations, reasonably likely to be instituted) to terminate or proceedings pending to reorganize any Plan or threatened against Borrower that could have to appoint a material adverse effect on its ability trustee to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesadminister any Plan, and no event written notice of any such proceedings has occurred been given to the Borrower or any ERISA Affiliate; and (vii) no lien imposed under Section 401(a)(29) or 430(k) of the Code or pursuant to ERISA on the assets of the Borrower exists (or is reasonably likely to exist) nor has the Borrower been notified in writing that could result such a lien will be imposed on the assets of the Borrower on account of any Plan. No Plan has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 4.01(j), be reasonably likely to have a Material Adverse Effect. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and except as noted on Schedule 4.01(j), (i) neither the Borrower nor any material violation thereof. 5.7. Borrower ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is not in default under any debentures, bondsinsolvent (within the meaning of Section 4245 of ERISA), or other material obligations, has been determined to be in “endangered or critical” status with the meaning of Section 432 of the Code or Section 305 of ERISA and (ii) no event has occurred thatsuch Multiemployer Plan is reasonably expected to be insolvent or in “endangered or critical” status. Notwithstanding any provision of this Section 4.01(j) to the contrary, with notice and/or lapse of timerespect to Multiemployer Plans, would constitute a default. 5.8. Except for the representations and warranties set forth in this Section ‎5 herein4.01(j), other than any made with respect to (i) liability under Section 4203 or 4205 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has incurred nor reasonably expects to incur any liability under Title IV of ERISA or any Lien in favor of the PBGC with respect to any Plan maintained by an ERISA Affiliate. (k) All Foreign Plans are in compliance with, and have been established, administered and operated in accordance with, the terms of such Foreign Plans and applicable law, except for any failure to so comply, establish, administer or operate the Foreign Plans as would not reasonably be expected to have a Material Adverse Effect. All contributions or other payments which are due with respect to each Foreign Plan have been made in full and there are no funding deficiencies thereunder, except to the extent any such events would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (l) Except where the failure of which would not be reasonably expected to have a Material Adverse Effect, (a) each of the Borrower and the Subsidiaries has filed all U.S. federal income tax returns and all other tax returns, domestic and foreign, required to be filed by it and has paid all material taxes payable by it that have become due, other than those (i) not yet delinquent or (ii) contested in good faith as to which adequate reserves have been provided to the extent required by law and in accordance with GAAP and (b) the Borrower and each of the Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment of the management of the Borrower or such Subsidiary) in accordance with GAAP for the payment of, all federal, state, provincial and foreign taxes applicable for the current fiscal year to the Effective Date. (m) The Borrower and its Subsidiaries (a) are in compliance with Environmental Laws except where the failure to be in compliance would not be reasonably expected to have a Material Adverse Effect and (b) have not received written notice of any pending or threatened claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties which are reasonably likely to be adversely determined with respect to the Borrower and its Subsidiaries and if so adversely determined would be reasonably likely to have a Material Adverse Effect. (n) On the Effective Date, immediately following the making of each Advance made on the Effective Date and after giving effect to the application of the proceeds of such Advances, the Borrower did on a Consolidated basis with its Subsidiaries is Solvent. (o) The Borrower and each of the Subsidiaries have good and marketable title to or leasehold interests in all properties that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, free and clear of all Liens other than any Liens permitted by this Agreement, except where the failure to have such good title would not receive reasonably be expected to have a Material Adverse Effect. (p) The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with AML Laws, Anti-Corruption Laws and applicable Sanctions, and the Borrower and its Subsidiaries and to the knowledge of the Borrower their respective officers, employees and directors, are in compliance with applicable Sanctions in all material respects. None of (a) the Borrower or any other representations Subsidiary or warranties (b) to the knowledge of the Borrower, any of their respective directors, officers, employees or designated agents that will act in any capacity in connection with or directly benefit from the Lenderuse of proceeds of the credit facility established hereby, is a Sanctioned Person.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. The Borrower (a) Each Loan Party is a corporation corporation, limited liability company or limited partnership duly organized and organized, validly existing and in good standing (or its equivalent) under the laws of the State jurisdiction of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license incorporation or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesformation. 5.2. (b) The Borrower has the full corporate power execution, delivery and authority to execute and deliver performance by each Loan Party of this Agreement and the other Loan Documents to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The Borrower hereby, are within such Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) such Loan Party’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting such Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by any Loan Party of this Agreement or any other Loan Document to be delivered by it. (d) This Agreement has been, and each of the other Loan Documents to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby each Loan Party. This Agreement is the legal, which constitutes a valid and binding obligation of each Loan Party enforceable against such Loan Party in accordance with its terms. Each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law). 5.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at June 30, 2006 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and the performance Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2007, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, (ii) violate any lawcopies of which have been furnished to each Lender, statutefairly present, ordinancesubject, rulein the case of said balance sheet as at March 31, regulation2007, orderand said statements of income and cash flows for the three months then ended, judgment or decree applicable to year-end audit adjustments and the absence of footnotes, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since June 30, 2006, there has been no Material Adverse Change. (f) There is no pending or by which threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) could reasonably be expected to affect the consent legality, validity or enforceability of this Agreement or any third party other Loan Document or regulatory bodythe consummation of the transactions contemplated hereby. 5.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereofAdvance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. 5.7. (h) The Borrower is not in default under any debentures, bondsan “investment company”, or other material obligationsa company “controlled” by an “investment company”, and no event has occurred thatwithin the meaning of the Investment Company Act of 1940, with notice and/or lapse of time, would constitute a defaultas amended. 5.8. Except for (i) Neither the representations and warranties set forth in Section ‎5 hereinInformation Memorandum nor any other information, exhibit or report furnished by or on behalf of the Borrower did to the Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement, taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not receive any other representations or warranties from misleading in light of the Lendercircumstances in which such statements were made (it being understood that the foregoing representation does not apply to projections).

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Lender as follows: 5.1. The Borrower (a) Each Loan Party (i) is a corporation duly organized and validly existing under the laws of the State jurisdiction of Israel. The Borrower its organization or formation and (ii) is duly qualified in compliance with all Requirements of Law except to conduct its business and has the requisite corporate power and authority and any necessary governmental authorityextent that the failure to comply therewith could not, franchisein the aggregate, license or permit reasonably be expected to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesseshave a Material Adverse Effect. 5.2. (b) The Borrower has execution, delivery and performance by each Loan Party of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower hereby or thereby, are within such Loan Party’s powers, have been duly authorized by all necessary organizational action, and do not contravene (i) the charter or by-laws or other organizational or governing documents of such Loan Party or (ii) any law or any contractual restriction binding on or affecting any Loan Party, except, for purposes of this clause (ii), to the extent such contravention would not reasonably be expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by any Loan Party of any Loan Document to which it is a party that has not already been obtained if the failure to obtain such authorization, approval or other action could reasonably be expected to result in a Material Adverse Effect. (d) Each Loan Document has been duly and validly executed and delivered this Agreementby each Loan Party party thereto. This Agreement constitutes, which constitutes a and each other Loan Document will constitute upon execution, the legal, valid and binding obligation of the Borrower, each Loan Party party thereto enforceable against the Borrower such Loan Party in accordance with its termsrespective terms subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 5.3. (e) The execution and delivery consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at January 30, 2010, and the performance by related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of its obligations under this AgreementDeloitte & Touche LLP, will not (i) conflict with or violate independent chartered accountants, copies of which have been furnished to the organizational documents Agent, fairly present the consolidated financial condition of the BorrowerBorrower and its Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied. (iif) violate Since January 30, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (g) There is no action, suit, investigation, litigation or proceeding, including any lawEnvironmental Action, statutewhich is pending or, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Borrower’s knowledge, threatened affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, Governmental Authority or require arbitrator that would, either individually or in the consent of aggregate, reasonably be expected to have a Material Adverse Effect other than as reported in filings with the Ontario Securities Commission or any third party other Canadian federal or provincial securities regulatory bodyauthority made prior to the Effective Date. 5.4. The financial statements issued (h) All Canadian federal and provincial income tax returns and all other material tax returns which are required to be filed have been filed by or on behalf of the Borrower and its Subsidiaries, and all taxes due with respect to the Borrower and its Subsidiaries pursuant to such returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries have been paid except to the extent permitted in Section 6.01(b). The charges, accruals and publicly available are complete, accuratereserves on the books of the Borrower and its Subsidiaries in respect of taxes or other governmental charges have been made in accordance with, and fairly present to the financial condition extent required by, GAAP. (i) All written factual information heretofore furnished by the Borrower or its Subsidiaries to the Agent or any Lender (including the Perfection Certificate) for purposes of or in connection with this Agreement or any other Loan Document, taken as a whole, was true and correct in all material respects on the date as of which such information was stated or certified, provided that the Borrower makes no representations or warranties with respect to any projections or other nonfactual information contained in such information. (i) Each Loan Party has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property necessary for the conduct of its business and except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and (ii) no Inventory, Credit Card Account Receivable, DC or Related Intellectual Property is subject to any Lien except as permitted by Section 6.02(a). (k) Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted; (ii) no material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does the Borrower know of any valid basis for any such claim; and (iii) the use of Intellectual Property by each Group Member does not infringe on the rights of any Person in any material respect. (l) As of the Effective Date, Schedule 5.01(l) lists all Canadian Pension Plans currently maintained or contributed to by the Loan Parties. The Canadian Pension Plans are duly registered under all applicable provincial pension benefits legislation. All obligations of the Loan Parties (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans or the funding agreements therefor have been performed in a timely fashion in accordance with the terms of the Canadian Pension Plans and applicable laws and regulations unless such non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, there are as of the dates statedEffective Date no outstanding disputes concerning the assets held pursuant to any Canadian Pension Plan or such funding agreement. All contributions or premiums required to be made by the Loan Parties to the Canadian Pension Plans have been made in a timely fashion in accordance with the terms of the Canadian Pension Plans and applicable laws and regulations unless such non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All employee contributions to the Canadian Pension Plans required to be made by way of authorized payroll deduction have been properly withheld by the Loan Parties and fully paid into the Canadian Pension Plans in a timely fashion. All reports and disclosures relating to the Canadian Pension Plans required by any applicable laws or regulations have been filed or distributed in a timely fashion unless such non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, there have been no material adverse changes in Borrower’s financial condition since improper withdrawals, or applications of, the date assets of any of the most recent financial statementsCanadian Pension Plans. Except as set forth on Schedule 5.01 (l), as of the Effective Date, the Canadian Pension Plans are fully funded both on an ongoing basis and on a solvency basis (using actuarial assumptions and methods which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial principles). To the knowledge of the Borrower, none of the Canadian Pension Plans is at the Effective Date the subject of an investigation, any other proceeding or any action or claim by any Governmental Authority or any other Person, and to the knowledge of the Borrower, at the Effective Date there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such proceeding, action or claim. 5.5(m) Except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Group Member (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (n) The Security Documents are effective to create in favor of the Agent, for the benefit of the Credit Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. When financing statements and other filings specified on Schedule 5.01(n) in appropriate form are filed in the offices specified on Schedule 5.01(n), the Security Documents shall, to the extent a security interest therein can be perfected by filing a PPSA financing statement, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien or claim of any other Person (except Liens permitted by Section 6.02(a) which by operation of law would have priority over the Liens securing the Obligations). (o) The Loan Parties, taken as a whole, are, and after giving effect to the incurrence of all indebtedness and obligations incurred in connection herewith will be, Solvent. (p) The properties of the Loan Parties are insured as required pursuant to Section 6.01(c) hereof. Each insurance policy required to be maintained by the Loan Parties pursuant to Section 6.01(c) is in full force and effect and all premiums in respect thereof that are due and payable have been paid. (q) As of the Effective Date: (1) except as set forth in the Perfection Certificate, there are no outstanding rights to purchase any equity interests in any Subsidiary of a Loan Party, and (2) the copies of the organization and governing documents of each Loan Party and each amendment hereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect. (r) As of the Effective Date, except as set forth on Schedule 5.01(r) or would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect, (a) there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of the Borrower, threatened, (b) the hours worked by and payments made to employees of the Loan Parties comply with any applicable federal, provincial, local or foreign law dealing with such matters, (c) all payments due from any Loan Party and its Subsidiaries, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 5.01(r) (as updated by the Borrower from time to time) no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement or any material bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement (excluding in each case individual employment agreements). There are no actions, suits, investigations, or representation proceedings pending or or, to the knowledge of the Borrower, threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance be filed with all applicable laws, regulations, and ordinancesany labor relations board, and no event labor organization or group of employees of any Loan Party or any Subsidiary has occurred that could made a pending demand for recognition, in each case which would individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of the Borrower, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which would, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The consummation of the transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Subsidiaries is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (s) No broker or finder brought about the obtaining, making or closing of the Advances or transactions contemplated by the Loan Documents, and, other than amounts payable pursuant to the Fee Letter and the GE Fee Letter, no Loan Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith. (t) The Loan Parties are not in breach or in default in any material violation thereofrespect of or under any Material Contract and have not received any notice of the intention of any other party thereto to terminate any Material Contract. 5.7. (u) The Borrower is not and each of its Subsidiaries are in default under any debentures, bonds, or other material obligationscompliance with (a) the Criminal Code (Canada), and no event has occurred that, with notice and/or lapse (b) the Proceeds of time, would constitute a default. 5.8. Except for the representations Crime Act; and warranties set forth in Section ‎5 herein, the Borrower did not receive any and each of its Subsidiaries are in compliance in all material respects with all other representations federal, provincial or warranties from the Lenderterritorial laws relating to “know your customer” and anti-money laundering rules and regulations.

Representations and Warranties of the Borrower. The Borrower represents and warrants as of the Effective Date, and thereafter as of each applicable date (and to the Lender extent) specified in Section 3.02(b), as follows: 5.1. (a) The Borrower (i) is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower New Jersey and (ii) is duly qualified and in good standing under the laws of New Jersey and each of the respective states in which its principal operating facilities are located, except, with respect to conduct its business and has this clause (ii) only, in states where the requisite corporate power and authority and any necessary governmental authority, franchise, license failure to be so qualified or permit in good standing would not reasonably be expected to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesresult in a Material Adverse Effect. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the other Loan Documents are (i) within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and (ii) do not contravene (x) the Borrower’s charter or by‑laws or (y) except to consummate the transactions contemplated hereunder. There are no other consentsextent such contravention would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect, approvalslaw or any material contractual restriction binding on the Borrower or, authorizations or permits required on its part for to the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation knowledge of the Borrower, any other contractual restriction binding on the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the other Loan Documents. (d) This Agreement and the Notes (when delivered hereunder) have been duly executed and delivered and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 5.3. (i) The execution and delivery consolidated balance sheets of this Agreement by the Borrower does notand its Consolidated Subsidiaries as at September 30, 2020, and the performance by related statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Administrative Agent, fairly present the consolidated financial condition of the Borrower and its obligations under this AgreementConsolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such date, will not all in accordance with GAAP consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 2021, and the related unaudited consolidated statements of income and cash flows for the nine months then ended and set forth in the Borrower’s Report on Form 10-Q for the quarter ended June 30, 2021, copies of which have been furnished to the Administrative Agent, fairly present, in conformity which GAAP applied on a basis consistent with the financial statements referred to in clause (i) conflict with or violate of this paragraph (e), the organizational documents consolidated financial position of the Borrower, Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable subject to the Borrower or by which any of its properties or assets is bound or affected; normal year-end adjustments) (iii) violate any agreement Since September 30, 2020, there has been no material adverse change in the business, condition (financial or arrangement otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended. (f) There is no pending (or, to the Borrower’s knowledge, threatened) action or proceeding against the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are completearbitrator, accurate, and fairly present the financial condition of Borrower as of the dates stated, and in which there have been no material is likely to be an adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower decision that could (i) would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Borrower and its ability Subsidiaries, taken as a whole, except as disclosed in filings made by the Borrower with the SEC on or before the date that is five days prior to perform its obligations under the date hereof, or (ii) purports to affect the legality, validity, binding effect or enforceability of this AgreementAgreement or any Note. 5.6(g) No proceeds of any Advance will be used directly or indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) The Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all other material tax returns required to be filed by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for filings or payments the failure of which to make would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (i) Each Plan, and, to the knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in the ordinary course of business, to the PBGC established under ERISA in connection with any Plan or Multiemployer Plan, that would (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (j) The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (k) No statement, information, report, representation, or warranty made by the Borrower in this Agreement or furnished to the Administrative Agent or any Lender by or on behalf of the Borrower in connection with this Agreement or contained in any filing made by the Borrower with the SEC (taken as a whole with all other information, including amendments and supplements then filed with the SEC) contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (l) The Borrower and its Subsidiaries are, as of the Effective Date, after giving effect to the making of any Advances on such date and application of the proceeds thereof, on a consolidated basis, Solvent. (m) As of the Effective Date, each of the Borrower and its Subsidiaries is in compliance with all applicable lawsstatutes, regulationsregulations and orders of, and ordinancesall applicable restrictions imposed by, all governmental authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any real estate asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such real estate asset or the operations of the Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (i) The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions Laws, and no event has occurred the Borrower, its Subsidiaries and their respective officers and to the knowledge of the Borrower its directors, employees and agents, are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions Laws in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective officers, or, to the knowledge of the Borrower or such Subsidiary, their respective directors or employees or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that could will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. (ii) No part of the proceeds of any Borrowing or Letter of Credit will be used, directly or indirectly, (x) for the purpose of financing any activities or business of or with any Person that at such time is the subject of any Sanctions, with or in any country or territory to the extent that such country or territory is the subject of any Sanctions, or in any other manner that reasonably would be expected to result in the Borrower or any material Lender being in breach of any Sanctions Laws, (y) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation thereofof any Anti-Corruption Law, or (z) in any way that would violate the Patriot Act or any Anti-Money Laundering Laws. 5.7. Borrower (o) The information included in the Beneficial Ownership Certification is not true and correct in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a defaultall respects. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated, and each Significant Subsidiary is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) Each Loan Document has been duly and validly executed and delivered this Agreementby the Borrower. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 5.3. The execution and delivery of this Agreement by the Borrower does not(d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreementany Loan Document. (e) There is no pending or threatened action, will not (i) conflict with suit, investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any Governmental Authority or require arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the consent of any third party or regulatory bodyDisclosure Documents. 5.4. (f) The financial statements issued by consolidated balance sheets of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2019, and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal period then ended (accompanied by an opinion of PricewaterhouseCoopers, an independent registered public accounting firm), copies of which have been furnished to each Lender, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, and all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2019, there have has been no material adverse changes in Borrower’s financial condition since the date Material Adverse Change. As of the most recent financial statementsClosing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. 5.5. There are no actions(g) No written statement, suitsinformation, investigationsreport, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or proceedings pending will contain any material misstatement of fact or threatened against Borrower that could have a intentionally omitted, omits, or will omit to state any material adverse effect on its ability fact necessary to perform its obligations make the statements therein, in the light of the circumstances under this Agreementwhich they were, are, or will be made, not misleading. 5.6. (h) Except as disclosed in the Disclosure Documents, the Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable lawsto it. (i) No failure to satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, regulationswhether or not waived, has occurred with respect to any Plan. The Borrower has not incurred, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is does not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.presently expect

Representations and Warranties of the Borrower. The Borrower Each Loan Party represents and warrants to Chase, as the Lender Lender, Swingline Lender, Issuing Bank and the Administrative Agent as follows: 5.1. (i) The Borrower execution, delivery and performance of this Amendment and all agreements, instruments and documents delivered pursuant hereto by each Loan Party have been duly authorized by all necessary corporate action, and do not and will not violate any provision of any law, rule, regulation, order, judgment, injunction or writ presently in effect applying to any Loan Party, or the articles of incorporation of any Loan Party, or result in a breach of or constitute a default under any material agreement, lease or instrument to which any Loan Party is a corporation duly organized party or by which any Loan Party or any of their respective properties may be bound or affected; (ii) no authorization, consent, approval, license, exemption or filing of a registration with any court or governmental department, agency or instrumentality is or will be necessary to the valid execution, delivery or performance by any Loan Party of this Amendment and validly existing under all agreements, instruments and documents delivered pursuant hereto; and (iii) this Amendment is the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authoritylegal, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation of the Borrower, each Loan Party and is enforceable against the Borrower each Loan Party in accordance with its terms. 5.3. (b) The execution representations and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents warranties contained in Article III of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries Credit Agreement are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower true and publicly available are complete, accurate, correct on and fairly present the financial condition of Borrower as of the dates statedExecution Date with the same force and effect as if made on and as of the Execution Date. (c) No Default or Event of Default has occurred and is continuing or will exist under the Credit Agreement as of the Execution Date. (d) The Borrower’s constituent documents (articles of incorporation and by-laws) have not been amended or otherwise changed since August 27, 2013. No Guarantor’s constituent documents (articles of incorporation and there by-laws) have been no material adverse changes in Borrower’s financial condition amended or otherwise changed since the date of the most recent financial statementsAugust 27, 2013. 5.5. There are (e) Since August 27, 2013, no actionsevent, suits, investigations, change or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event condition has occurred that has had, or could result in any material violation thereofreasonably be expected to have, a Material Adverse Effect. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse (f) As of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 hereindate hereof, the Borrower did not receive any other representations or warranties from entity name of M▇▇▇▇▇ Yale Industries, Inc., an Indiana corporation (“M▇▇▇▇▇ Yale”), will be changed to Wedcor Holdings, Inc. (the Lender“Entity Name Change”). In addition, M▇▇▇▇▇ Yale will adopt the assumed business name of intimus North America.

Representations and Warranties of the Borrower. The Borrower represents and warrants to as of the Lender date hereof and as of each Disbursement Date as follows: 5.1. (a) The Borrower is a corporation duly organized incorporated and validly existing under the laws of the State of Israel. Delaware. (b) The Borrower is duly qualified to conduct conducting its business in compliance with its Organizational Documents. The Organizational Documents of the Borrower (including all amendments thereto) as currently in effect have been made available to the Lenders and has the requisite corporate power remain in full force and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesseseffect with no defaults outstanding thereunder. 5.2. (c) The Borrower has the full corporate power and authority to execute and deliver this Agreement enter into each of the Financing Documents and to consummate make the borrowings and the other transactions contemplated hereunder. There are no other thereby. (d) All authorizations, consents, approvals, authorizations registrations, exemptions and licenses with or permits required on its part from Government Authorities or other Persons that are necessary for the consummation conduct of its business as currently conducted and as proposed to be conducted, for the borrowing hereunder, the execution and delivery of the transactions contemplated hereunder. The Financing Documents and the performance by the Borrower of the Obligations, have been obtained and are in full force and effect, except (i) for such registrations and filings in connection with the issuance of the Warrants and shares of Common Stock pursuant the Financing Documents necessary to comply with federal and state securities laws, rules and regulations, and (ii) to the extent that any failure to so obtain for the conduct of the business as currently and proposed to be conducted could not reasonably be expected to have a Material Adverse Effect; provided, however, that the failure to receive an approval from Government Authorities for the development or sale of any product shall not constitute a Material Adverse Effect or a violation of this Section 3.1(d). (e) Each Financing Document has been duly and validly authorized, executed and delivered this Agreement, which by the Borrower and constitutes a the valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 5.3. The execution and delivery of this Agreement , except as such enforceability may be limited by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with applicable insolvency, bankruptcy, reorganization, moratorium or violate the organizational documents of the Borrowerother similar laws affecting creditors’ rights generally, and (ii) violate applicable equitable principles (whether considered in a proceeding at law or in equity). (f) No Default or Event of Default (or any lawother default or event of default, however described) has occurred under any of the Financing Documents. (g) Neither the entering into any of the Financing Documents nor the compliance with any of its terms conflicts with, violates or results in a breach of any of the terms of, or constitutes a default or event of default (however described) or requires any consent under, any agreement to which the Borrower is a party or by which it is bound, or violates any of the terms of the Organizational Documents or any judgment, decree, resolution, award or order or any statute, ordinance, rule, regulation, order, judgment rule or decree regulation applicable to the Borrower or its assets. (h) The Borrower is not engaged in or the subject of any litigation, arbitration, administrative regulatory compliance proceeding, or investigation, nor are there any litigation, arbitration, administrative regulatory compliance proceedings or investigations pending or, to the knowledge of the Borrower, threatened before any court or arbitrator or before or by which any Government Authority against the Borrower, except for those that have been publicly disclosed in reports filed with the SEC and the Borrower is not aware of any facts reasonably likely to give rise to any such proceedings other than as may have been publicly disclosed in such reports. (i) The Borrower (i) is capable of paying its properties debts as they fall due, is not unable and has not admitted its inability to pay debts as they fall due, (ii) is not bankrupt or assets is bound or affected; insolvent and (iii) violate any agreement has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or arrangement liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower or any or all of its subsidiaries are party to; assets or require the consent of any third party or regulatory bodyrevenues. 5.4. (j) No Lien exists on Borrower’s property, except for Permitted Liens. (k) The financial statements issued by obligation of the Borrower to make any payment under this Agreement (together with all charges in connection therewith) is absolute and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates statedunconditional, and there have been exists no material adverse changes in Borrower’s financial condition since the date right of the most recent financial statementssetoff or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to any such payment. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower Each Credit Party represents and warrants to the Lender as follows: 5.1. The Borrower is a corporation duly organized (a) It has taken all necessary action to authorize the execution, delivery and validly existing under the laws performance of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesthis Amendment. 5.2. The Borrower (b) This Amendment has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has been duly and validly executed and delivered this Agreementby each Credit Party and constitutes each Credit Party’s legal, which constitutes a valid and binding obligation of the Borrowerobligation, enforceable against the Borrower in accordance with its terms. 5.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not except as such enforceability may be subject to (i) conflict with bankruptcy, insolvency, reorganization, fraudulent conveyance or violate the organizational documents of the Borrowertransfer, moratorium or similar laws affecting creditors’ rights generally and (ii) violate general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any law, statute, ordinance, rule, regulation, order, judgment court or decree applicable to the Borrower governmental authority or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party is required in connection with the execution, delivery or regulatory bodyperformance by any Credit Party of this Amendment. 5.4. (d) The financial statements issued by representations and warranties contained in Article VII of the Borrower Credit Agreement and publicly available the other Loan Documents are complete, accurate, true and fairly present the financial condition of Borrower correct in all material respects on and as of the dates statedAmendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and there have been no material adverse changes except that for purposes of this Amendment, the representations and warranties contained in Borrower’s financial condition since the date of Section 7.14 shall be deemed to refer to the most recent financial statementsstatements furnished pursuant to clauses (i) and (ii), respectively, of Section 6.1(f). 5.5. There are no actions(e) After giving effect to this Amendment, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereofand is continuing which constitutes a Default or an Event of Default. 5.7. (f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens. (g) The Secured Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims. (h) After giving effect to the incurrence of the Additional Revolving Commitments on a pro forma basis (and for purposes of the calculations under this clause (h) assuming that the Additional Revolving Commitments are fully drawn) the Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, compliance with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties financial covenants set forth in Section ‎5 herein, 9.15 of the Borrower did not receive any other representations or warranties from Credit Agreement recomputed as of the Lenderend of the latest fiscal quarter for which internal financial statements are available.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower Delaware and is duly qualified to conduct and in good standing in the each of the jurisdictions wherein it conducts its business business, and has the all requisite corporate power and authority (including, without limitation, all governmental licenses, permits and any necessary governmental authority, franchise, license or permit other approvals) to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesbusiness as now conducted and as proposed to be conducted, except where a failure to so qualify or hold such authority does not have a Material Adverse Effect on the Borrower. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of this Agreement, and authority any other Loan Document to execute which Borrower is a party, and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunderhereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene or conflict with or, in the case of (c) below, constitute a default or breach of, (a) the Borrower’s charter or bylaws, (b) any law applicable to or binding upon the Borrower, or (c) any contract. The Agreement, document or instrument to which the Borrower or any of its Subsidiaries is a party. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or any other Loan Document to which it is a party. (d) From and after the Initial Funding Date, the grant by the Borrower of the Liens granted by it pursuant to the Loan Documents, the perfection or maintenance of the Liens created by the Loan Documents (including the first priority nature thereof) or the exercise by the Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Loan Documents, have been duly obtained, taken, given or made and are in full force and effect. From and after the Initial Funding Date, the Lender has first priority Lien over the Collateral, subject to Permitted Liens. (e) This Agreement and the other Loan Documents to which the Borrower is a party have been duly and validly executed and delivered this Agreementby the Borrower. This Agreement is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms. 5.3. The execution and delivery (f) There is no pending or threatened action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement by or the consummation of the transactions contemplated hereby. (g) The Borrower and its Subsidiaries have filed, have caused to be filed, or have been included in all tax returns required to be filed in respect of all Taxes applicable to the Borrower does notor any of its Subsidiaries and have paid all Taxes due with respect to the periods covered by such returns. (h) The Borrower is the owner of, and has good and marketable title to or a valid leasehold interest in, all of the assets used in the Borrower’s Business and none of such assets is subject to any Lien except Permitted Liens. The Borrower enjoys peaceful and undisturbed possession under all of its leases and all such leases are valid and subsisting and in full force and effect. (i) The Borrower’s audited consolidated balance sheet and consolidated statements of operations, cash flows and stockholders’ equity at and for the year ended December 31, 2009, and the performance by Borrower’s unaudited consolidated balance sheet and consolidated statements of operations, cash flows and stockholders’ equity at and for the nine months ended September 30, 2010: (1) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; (2) fairly present in all material respects the financial condition of the Borrower as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the periods covered thereby; and (3) reflect in accordance with GAAP all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries, as of the date thereof, including liabilities for Taxes, material commitments and contingent obligations. (j) The proceeds of the Advances shall be used only in accordance with Section 2.08. (k) Neither the Borrower nor any Subsidiary is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that could have a Material Adverse Effect in the absence of a breach thereof. (l) Neither the business nor the properties of the Borrower are affected by any fire, flood, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of war, act of God or other casualty (whether or not covered by insurance) that could have a Material Adverse Effect. (m) The Borrower is subject to the laws of the State of New York with respect to its obligations under this Agreement, the Promissory Notes and the other Loan Documents and the execution, delivery and performance by the Borrower of this Agreement constitute and will not constitute private and commercial acts rather than public or governmental acts. (n) The Borrower is Solvent. (o) Except as set forth in the Borrower’s filings with the Securities and Exchange Commission made prior to the date hereof, the operations and properties of the Borrower and its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past material non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that could (i) conflict with or violate form the organizational documents basis of an Environmental Action against the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower Subsidiary or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any material adverse effect restrictions on its ability ownership, occupancy, use or transferability under any Environmental Law. (p) Except for relief in respect of real property and Deposit Account Control Agreement set forth in section 3.02(h), from and after the Initial Funding Date the Loan Documents create a valid and perfected first priority security interest in the Collateral, subject to perform its Permitted Liens, securing the payment of the Obligations owing to the Lender under the Loan Documents, and all filings and other actions necessary or desirable to perfect and protect such security interest set forth therein have been duly taken. The Borrower is the legal and beneficial owner of the Collateral pledged by it under the Loan Documents free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (q) The Borrower has obtained insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies of similar size engaged in similar businesses and owning similar properties in the same general areas in which such Borrower operates and as otherwise contemplated in the Loan Documents, and the Borrower shall obtain a loss payee endorsement thereto in favor of the Lender. (r) Neither Borrower, nor any Subsidiary nor any of their respective property has any immunity from jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the United States of America. (s) The Borrower’s obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable lawsAgreement and the Promissory Notes constitute direct, regulationsunconditional, unsubordinated and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse secured obligations of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lenderand shall be senior to all existing and future Debt.

Representations and Warranties of the Borrower. The To induce the Lenders to execute and deliver this Third Amendment (which representations shall survive the execution and delivery of this Third Amendment), the Borrower represents and warrants to the Lender as followsLenders that: 5.1. The Borrower is a corporation (a) this Third Amendment has been duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authorityauthorized, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered by it and this AgreementThird Amendment constitutes the legal, which constitutes a valid and binding obligation obligation, contract and agreement of the Borrower, Borrower enforceable against the Borrower it in accordance with its terms., except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; 5.3. The execution (b) the Loan Agreement, as amended by this Third Amendment, constitutes the legal, valid and delivery binding obligation, contract and agreement of this Agreement by the Borrower does notenforceable against it in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (c) the execution, delivery and the performance by the Borrower of its obligations under this Agreement, will not Third Amendment (i) conflict with or violate the organizational documents of the Borrowerhas been duly authorized by all requisite corporate action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate any (1) and provision of law, statute, ordinancerule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulationregulation or order of any other agency or government binding upon it, orderor (3) any provision of any material indenture, judgment agreement or decree applicable other instrument to the Borrower which it is a party or by which any of its properties or assets is bound are or affected; (iii) violate any agreement or arrangement may be bound, including, without limitation, the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower Subordinated Note and publicly available are complete, accurate, and fairly present the financial condition of Borrower Warrant Purchase Agreement dated as of July 23, 1998 in the dates statedprincipal amount of $30,000,000 for 11.28% Senior Subordinated Notes due July 23, 2006 and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigationsCommon Stock Purchase Warrants, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could (B) result in any material violation thereof. 5.7. Borrower is not in a breach or constitute (along or with due notice or lapse of time or both) a default under any debenturesindenture, bonds, agreement or other material obligations, and no event has occurred that, with notice and/or lapse instrument referred to in clause (iii)(A)(3) of time, would constitute a defaultthis Section 5(c). 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated, and each Significant Subsidiary is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) Each Loan Document has been duly and validly executed and delivered this Agreementby the Borrower. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 5.3. The execution and delivery of this Agreement by the Borrower does not(d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreementany Loan Document. (e) There is no pending or threatened action, will not (i) conflict with suit, investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any Governmental Authority or require arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the consent of any third party or regulatory bodyDisclosure Documents. 5.4. (f) The financial statements issued by consolidated balance sheets of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2015 and March 31, 2016, and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal periods then ended (accompanied by, in the case of such financial statements for the fiscal year ended December 31, 2015, an opinion of Deloitte & Touche LLP, an independent registered public accounting firm), copies of each of which have been furnished to each Lender, fairly present (subject, in the case of such financial statements for the fiscal quarter ended March 31, 2016, to year-end adjustments) the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, and all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2015, there have has been no material adverse changes in Borrower’s financial condition since the date Material Adverse Change. As of the most recent financial statementsFirst Amendment Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. 5.5. There are no actions(g) No written statement, suitsinformation, investigationsreport, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or proceedings pending will contain any material misstatement of fact or threatened against Borrower that could have a intentionally omitted, omits, or will omit to state any material adverse effect on its ability fact necessary to perform its obligations make the statements therein, in the light of the circumstances under this Agreementwhich they were, are, or will be made, not misleading. 5.6. (h) Except as disclosed in the Disclosure Documents, the Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable lawsto it. (i) No failure to satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, regulationswhether or not waived, has occurred with respect to any Plan. The Borrower has not incurred, and ordinancesdoes not presently expect to incur, and no event has occurred any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could result reasonably be expected to have a Material Adverse Effect. The Borrower and each of its ERISA Affiliates have complied in any all material violation thereof. 5.7respects with ERISA and the Internal Revenue Code. The Borrower is not and each of its Subsidiaries have complied in default under any debenturesall material respects with foreign law applicable to its Foreign Plans, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8if any. Except for the representations and warranties set forth in Section ‎5 As used herein, the term “Plan” means an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan, by the Borrower did not receive or any other representations or warranties from the Lender.of its ERISA Affiliates. The term

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as followsLender: 5.1. The Borrower is (a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof (except (x) to the extent specifically made with regard to a corporation duly organized particular date and validly existing (y) for such changes as are a result of any act or omission specifically permitted under the laws Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by Lender or as otherwise set forth on revised Schedules to the Loan Agreement attached as Exhibit B hereto); (b) on the Effective Date, after giving effect to this Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing; (c) the State execution, delivery and performance of Israel. The Borrower is this Amendment has been duly qualified to conduct its business authorized by all necessary action on the part of, and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered by, the Borrower, and this AgreementAmendment is a legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms., except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); 5.3. The execution (d) the execution, delivery and delivery performance of this Agreement by the Borrower Amendment does not, and the performance not conflict with or result in a breach by the Borrower of its any term of any material contract, loan agreement, indenture or other agreement or instrument to which the Borrower is a party or is subject; (e) The Contribution Agreement is, and from and after the Closing Date (as defined in the Contribution Agreement) the Transfer Instruments (as defined therein) will be, legal, valid and binding obligations under this Agreementof the parties thereto, will not be in full force and effect, and will be sufficient to transfer to Bickford's all right, title and interest of Borrower in and to s▇▇▇▇▇▇▇▇▇▇ly all of the assets of the Bickford Family Restaurant division of ELXSI. The representation▇ ▇▇▇ ▇▇rranties of the parties set forth in the Contribution Agreement are true and correct. On the Closing Date, (i) conflict with or violate the organizational documents ELXSI will own, beneficially and of record, all of the Borrowerissued and outstanding capital stock of Bickford's Holdings Company, Inc., comprised of 10,000 shares of ▇▇▇▇▇▇ ▇▇ock and 10,000 shares of Class A 3% Cumulative Redeemable Preferred Stock, (ii) violate any lawHoldings will own, statutebeneficially and of record, ordinanceall of the issued and outstanding capital stock of Bickford's, rulecomprised of 10,000 shares of common stock, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate al▇ ▇▇ ▇▇▇ ▇oregoing described capital stock will be validly issued, is fully paid and nonassessable, and not subject to any agreement lien, security interest, put, call, option or arrangement other right or encumbrance other than the security interest of the Lender, (iv) Bickford's will own all right, title and interest of Borrower in ▇▇▇ ▇▇ ▇▇bstantially all of the assets of the Bickford's Family Restaurants division of ELXSI, free and clear ▇▇ ▇▇▇ ▇▇▇ns, security interests, claims and interests except (x) those of the Lender or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued as otherwise permitted by the Borrower and publicly available are complete, accurateLoan Agreement, and fairly present (y) temporary failures to obtain Consents and Governmental Approvals and to effect recordations, and other temporary Closing Shortfalls (as such terms are defined in the financial condition Contribution Agreement), none of Borrower which shall have as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have Effective Date a material adverse effect on its the business or financial affairs of Bickford's or Borrower's ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulationsrepay the Liabilities), and ordinances(v) a▇▇▇▇ giving effect to the transfer of the Bickford's Family Restaurants division of ELXSI to Bickford's, H▇▇▇▇▇▇▇ ▇▇all have no Subordinated Debt outstanding ▇▇ ▇▇▇▇▇▇tion with the Contribution Agreement; (f) The Borrower has furnished Lender a complete and no event has occurred that could result accurate list of the locations of each restaurant and other facilities to be transferred by ELXSI to Bickford's under the Contribution Agreement; and (g) ELXSI ▇▇▇▇▇ ▇▇▇missory notes from Cadmus Corporation payable to it in any material violation thereof. 5.7. Borrower is the aggregate outstanding principal amount of not in default under any debenturesmore than $11,000,000, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.which notes have been guaranteed by Alexander M.

Representations and Warranties of the Borrower. The ---------------------------------------------- Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower has been duly formed and is a corporation duly organized and validly existing in good standing as a limited partnership under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has of this Amendment and the full corporate power Credit Agreement, as amended hereby, are within the Borrower's partnership powers, have been duly authorized by all necessary partnership action and do not contravene (i) the Partnership Agreement or (ii) law or any contractual restriction binding on or affecting Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no or regulatory body or any other consents, approvals, authorizations or permits third party is required on its part for the consummation due execution, delivery or performance by the Borrower of this Amendment or the transactions contemplated hereunder. The Borrower Credit Agreement, as amended hereby. (d) This Amendment has been duly and validly executed and delivered this by the Borrower. This Amendment and the Credit Agreement, which constitutes a as amended hereby, are legal, valid and binding obligation obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms. 5.3. The execution and delivery of this Agreement by the Borrower does not(e) There is no pending or threatened action, and the performance by the Borrower of its obligations under this Agreementsuit, will not (i) conflict with investigation, litigation or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement proceeding affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower arbitrator that (i) could have a material adverse effect on its ability Material Adverse Effect or (ii) purports to perform its obligations under affect the legality, validity or enforceability of this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 hereinAmendment, the Borrower did not receive any other representations Notes or warranties from the LenderCredit Agreement, as amended hereby.

Representations and Warranties of the Borrower. The Borrower represents and warrants to as of the Lender date hereof as follows: 5.1. The Borrower is a corporation duly organized (a) no Default exists; (b) the representations and validly existing under the laws warranties contained in Article III of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Credit Agreement and to consummate the transactions contemplated hereunder. There other Loan Documents are no other consents, approvals, authorizations or permits required true and correct in all material respects on its part for the consummation and as of the transactions contemplated hereunderdate hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (other than any such representation and warranty that is already qualified by materiality or “Material Adverse Effect” in the text thereof, in which case such representation and warranty shall be true and correct in all respects), and except that for purposes of this Amendment, the representations and warranties contained in subsections (a) and (c) of Section 3.04 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01 of the Credit Agreement); (c) the execution and delivery by each Loan Party of this Amendment and performance by each Loan Party of the Amended Credit Agreement are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. The Borrower This Amendment has been duly and validly executed and delivered this Agreementby each of the Borrower and the Company and the Amended Credit Agreement constitutes, and each other Loan Document to which constitutes any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of the Borrower, the Company or such Loan Party (as the case may be), enforceable against the Borrower in accordance with its terms., subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 5.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (d) (i) conflict with or violate the organizational documents fair value of the Borrowerassets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the Borrower or by which any probable liability of its properties debts and other liabilities, subordinated, contingent or assets is bound or affectedotherwise, as such debts and other liabilities become absolute and matured; (iii) violate any agreement each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or arrangement otherwise, as such debts and liabilities become absolute and matured; and (iv) each Loan Party will not have unreasonably small capital with which to conduct the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory bodybusiness in which it is engaged as such business is now conducted and is proposed to be conducted following such date. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Lender as follows: 5.1. The Borrower (a) Each Loan Party (i) is a corporation duly organized and validly existing under the laws of the State jurisdiction of Israel. The Borrower its organization or formation and (ii) is duly qualified in compliance with all Requirements of Law except to conduct its business and has the requisite corporate power and authority and any necessary governmental authorityextent that the failure to comply therewith could not, franchisein the aggregate, license or permit reasonably be expected to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesseshave a Material Adverse Effect. 5.2. (b) The Borrower has execution, delivery and performance by each Loan Party of the full corporate power Loan Documents to which it is a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower hereby or thereby, are within such Loan Party’s powers, have been duly authorized by all necessary organizational action, and do not contravene (i) the charter or by-laws or other organizational or governing documents of such Loan Party or (ii) any law or any contractual restriction binding on or affecting any Loan Party, except, for purposes of this clause (ii), to the extent such contravention would not reasonably be expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by any Loan Party of any Loan Document to which it is a party that has not already been obtained if the failure to obtain such authorization, approval or other action could reasonably be expected to result in a Material Adverse Effect. (d) Each Loan Document has been duly and validly executed and delivered this Agreementby each Loan Party party thereto. This Agreement constitutes, which constitutes a and each other Loan Document will constitute upon execution, the legal, valid and binding obligation of the Borrower, each Loan Party party thereto enforceable against the Borrower such Loan Party in accordance with its termsrespective terms subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 5.3. (e) The execution and delivery consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at January 30, 2016, and the performance by related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of its obligations under this AgreementDeloitte LLP, will not (i) conflict with or violate independent chartered accountants, copies of which have been furnished to the organizational documents Agent, fairly present the consolidated financial condition of the BorrowerBorrower and its Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied. (iif) violate Since January 28, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (g) There is no action, suit, investigation, litigation or proceeding, including any lawEnvironmental Action, statutewhich is pending or, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Borrower’s knowledge, threatened affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, Governmental Authority or require arbitrator that would, either individually or in the consent of aggregate, reasonably be expected to have a Material Adverse Effect other than as reported in filings with the Ontario Securities Commission or any third party other Canadian federal or provincial securities regulatory bodyauthority made prior to the Effective Date. 5.4. The financial statements issued (h) All Canadian federal and provincial income tax returns and all other material tax returns which are required to be filed have been filed by or on behalf of the Borrower and its Subsidiaries, and all taxes due with respect to the Borrower and its Subsidiaries pursuant to such returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries have been paid except to the extent permitted in Section 5.01(b). The charges, accruals and publicly available are complete, accuratereserves on the books of the Borrower and its Subsidiaries in respect of taxes or other governmental charges have been made in accordance with, and fairly present to the financial condition extent required by, GAAP. (i) All written factual information heretofore furnished by the Borrower or its Subsidiaries to the Agent or any Lender (including the Perfection Certificate) for purposes of or in connection with this Agreement or any other Loan Document, taken as a whole, was true and correct in all material respects on the date as of which such information was stated or certified, provided that the Borrower makes no representations or warranties with respect to any projections or other nonfactual information contained in such information. (i) Each Loan Party has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property necessary for the conduct of its business and except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and (ii) no Inventory, Credit Card Account Receivable, DC or Related Intellectual Property is subject to any Lien except as permitted by Section 5.02(a). (k) Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted; (ii) no material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does the Borrower know of any valid basis for any such claim; and (iii) the use of Intellectual Property by each Group Member does not infringe on the rights of any Person in any material respect. (l) As of the Effective Date, Schedule 4.01(l) lists all Canadian Pension Plans currently maintained or contributed to by the Loan Parties. The Canadian Pension Plans are duly registered under all applicable provincial pension benefits legislation. All obligations of the Loan Parties (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans or the funding agreements therefor have been performed in a timely fashion in accordance with the terms of the Canadian Pension Plans and applicable laws and regulations unless such non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, there are as of the dates statedEffective Date no outstanding disputes concerning the assets held pursuant to any Canadian Pension Plan or such funding agreement. All contributions or premiums required to be made by the Loan Parties to the Canadian Pension Plans have been made in a timely fashion in accordance with the terms of the Canadian Pension Plans and applicable laws and regulations unless such non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All employee contributions to the Canadian Pension Plans required to be made by way of authorized payroll deduction have been properly withheld by the Loan Parties and fully paid into the Canadian Pension Plans in a timely fashion. All reports and disclosures relating to the Canadian Pension Plans required by any applicable laws or regulations have been filed or distributed in a timely fashion unless such non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, there have been no material adverse changes in Borrower’s financial condition since improper withdrawals from or applications of the date assets of any of the Canadian Pension Plans. As of the Effective Date, the Canadian Pension Plans are fully funded both on an ongoing basis and on a solvency basis, except as set forth in, the most recent financial statementsActuarial Report delivered by the Borrower to the Agent pursuant to Section 2.15(c). To the knowledge of the Borrower, none of the Canadian Pension Plans is at the Effective Date the subject of an investigation, any other proceeding or any action or claim by any Governmental Authority or any other Person, and to the knowledge of the Borrower, at the Effective Date there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such proceeding, action or claim. As of the Effective Date, no Loan Party maintains, sponsors or contributes, nor has any interest in a Person that maintains, sponsors or contributes, to any Canadian Defined Benefit Pension Plan other than those disclosed in Schedule 4.01(l) on the Effective Date or has any liabilities or obligations in respect of a Canadian Defined Benefit Pension Plan that has been terminated or wound up. No Canadian Defined Benefit Pension Termination Event has occurred. No Lien exists, ▇▇▇▇▇▇ or inchoate, in respect of any Loan Party or their property in connection with any Canadian Defined Benefit Pension Plan (other than inchoate Liens pursuant to applicable Canadian federal or provincial pension benefit standards legislation for amounts required to be remitted but not yet due) unless such Liens, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 5.5(m) Except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Group Member (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (n) The Security Documents are effective to create in favor of the Agent, for the benefit of the Credit Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. When financing statements and other filings specified on Schedule 4.01(n) in appropriate form are filed in the offices specified on Schedule 4.01(n), the Security Documents shall, to the extent a security interest therein can be perfected by filing a PPSA financing statement, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to the Lien or claim of any other Person (except Liens permitted by Section 5.02(a) which by operation of law would have priority over the Liens securing the Obligations). (o) The Loan Parties, taken as a whole, are, and after giving effect to the incurrence of all indebtedness and obligations incurred in connection herewith will be, Solvent. (p) The properties of the Loan Parties are insured as required pursuant to Section 5.01(c) hereof. Each insurance policy required to be maintained by the Loan Parties pursuant to Section 5.01(c) is in full force and effect and all premiums in respect thereof that are due and payable have been paid. (q) As of the Effective Date: (1) except as set forth in the Perfection Certificate, there are no outstanding rights to purchase any equity interests in any Subsidiary of a Loan Party, and (2) the copies of the organization and governing documents of each Loan Party and each amendment hereto provided pursuant to Section 3.01 are true and correct copies of each such document, each of which is valid and in full force and effect. (r) As of the Effective Date, except as set forth on Schedule 4.01(r) or would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect, (a) there are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of the Borrower, threatened, (b) the hours worked by and payments made to employees of the Loan Parties comply with any applicable federal, provincial, local or foreign law dealing with such matters, (c) all payments due from any Loan Party and its Subsidiaries, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 4.01(r) (as updated by the Borrower from time to time) no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement or any material bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement (excluding in each case individual employment agreements). There are no actions, suits, investigations, or representation proceedings pending or or, to the knowledge of the Borrower, threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance be filed with all applicable laws, regulations, and ordinancesany labor relations board, and no event labor organization or group of employees of any Loan Party or any Subsidiary has occurred that could made a pending demand for recognition, in each case which would individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of the Borrower, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries which would, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The consummation of the transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Subsidiaries is bound, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (s) No broker or finder brought about the obtaining, making or closing of the Term Loan or transactions contemplated by the Loan Documents, and, other than amounts payable pursuant to the Fee Letter, no Loan Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith. (t) The Loan Parties are not in breach or in default in any material violation thereofrespect of or under any Material Contract and have not received any notice of the intention of any other party thereto to terminate any Material Contract. 5.7. (u) The Borrower is not and each of its Subsidiaries are in default under compliance with (a) the Criminal Code (Canada), and (b) the Proceeds of Crime Act; and the Borrower and each of its Subsidiaries are in compliance in all material respects with all other federal, provincial or territorial laws relating to “know your customer” and anti-money laundering rules and regulations. (v) Neither the Borrower nor any debenturesof its Subsidiaries, bondsnor any director, officer, employee, agent, or any other material obligationsPerson acting on behalf or for the benefit of the Borrower or any of its Subsidiaries has provided, and no event has occurred thatoffered, with notice and/or lapse promised, or authorized the provision of timeany contribution, would constitute gift, entertainment or other expenses relating to political activity, or any other money, property, or thing of value, directly or indirectly, to any government official, including any officer or employee of a defaultgovernment or government-owned or controlled entity or of a public international organization, or any political party or party official or candidate for political office, or any other Person acting in an official capacity, to influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, or otherwise in violation of any Anti-Corruption Law. 5.8. Except (w) Neither the Borrower nor any of its Subsidiaries, nor any director, officer, employee, agent, or any other Person acting on behalf or for the representations and warranties set forth in Section ‎5 herein, benefit of the Borrower did not receive or any other representations of its Subsidiaries (1) is a Sanctioned Person nor (2) has engaged in, nor is it now engaged in, any dealings or warranties from the Lender.trans

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. The (a) Each of the Borrower and the Guarantor is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesincorporation. 5.2. (b) The execution, delivery and performance by each of the Borrower has and the full corporate power and authority to execute and deliver Guarantor of this Agreement and the other Loan Documents to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower's or the Guarantor's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's or the Guarantor's charter or by-laws or (ii) law or any contractual restriction binding on or affecting either of the Borrower or the Guarantor. (c) This Agreement has been, and each of the other Loan Documents to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower and the Guarantor. This Agreement is, which constitutes a and each of the other Loan Documents when delivered hereunder will be, the legal, valid and binding obligation of each of the Borrower, Borrower and the Guarantor party thereto enforceable against the Borrower or the Guarantor, as the case may be, in accordance with its their respective terms. 5.3. The execution (d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by either the Borrower or the Guarantor of this Agreement or the other Loan Documents to be delivered by it. (e) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Claim, affecting the Borrower does notHolding Company or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (f) The Consolidated balance sheet of the Holding Company and its Subsidiaries as at May 31, 1999, and the performance related Consolidated statements of income and cash flows of the Holding Company and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young LLP, independent public accountants, the consolidating balance sheet of the Holding Company and its Subsidiaries as at May 31, 1999, and the related consolidating statements of income and cash flows of the Holding Company and its Subsidiaries for the fiscal year then ended, duly certified by the Borrower chief financial officer of the Holding Company, and the Consolidated and consolidating balance sheet of the Holding Company and its obligations under this AgreementSubsidiaries as at February 29, will not 2000, and the related Consolidated and consolidating statements of income and cash flows of the Holding Company and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of the Holding Company, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at February 29, 2000, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Holding Company and its Subsidiaries as at such dates and the Consolidated results of the operations of the Holding Company and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since May 31, 1999, there has been no Material Adverse Change. (ig) conflict with or violate the organizational documents Each of the Borrower, the Guarantor and their Subsidiaries has good, marketable fee or leasehold title (iias applicable) violate any lawor ownership interest to all of the material assets and properties of the Borrower, statutethe Guarantor and their Subsidiaries, ordinancefree and clear of all Liens, ruleother than Liens permitted by the Loan Documents. (h) The operations and properties of each of the Borrower, regulationthe Guarantor and each of their Subsidiaries comply in all material respects with all applicable Environmental Laws, orderall past non-compliance with such Environmental Laws has been resolved without material ongoing obligations or costs, judgment or decree applicable and no circumstances exist that could reasonably be likely to (i) form the Borrower or by which any basis of its properties or assets is bound or affected; (iii) violate any agreement or arrangement an Environmental Claim against the Borrower Borrower, the Guarantor or any of its subsidiaries are party to; their Subsidiaries or require the consent any of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower their properties that could have a material adverse effect Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on its ability to perform its obligations ownership, occupancy, use or transferability under this Agreementany Environmental Law that could have a Material Adverse Effect. 5.6(i) Set forth on Schedule 4.01(i) hereto is a complete and accurate list of all Subsidiaries of each of the Borrower and the Guarantor as of the date hereof, showing (as to each such Subsidiary) the jurisdiction of its incorporation. Borrower All of the outstanding capital stock and other ownership interests (other than directors qualifying shares) in each of the Borrower's and the Guarantor's Subsidiaries has been validly issued, are fully paid and non-assessable and are owned by the Borrower, the Guarantor or one or more of their Subsidiaries free and clear of all Liens and, as of the date hereof, free of any outstanding options, warrants, rights of conversion or purchase or similar rights. (j) Each of the outstanding securities issued by the Holding Company was duly authorized and validly issued, is fully paid and non-assessable, and is not and will not be subject to any preemptive or similar right or restriction. Each of those outstanding securities was acquired from the issuer in material a transaction in compliance with all the Securities Act of 1933, as amended, and other applicable laws, regulations, and ordinances. (k) Neither the Borrower nor the Guarantor is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no event has occurred that could result in proceeds of any material violation thereofAdvance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. 5.7. (l) Neither the Borrower nor the Guarantor is not in default under any debentures, bondsan "investment company", or other material obligationsa company "controlled" by an "investment company", and no event has occurred thatwithin the meaning of the Investment Company Act of 1940, with notice and/or lapse of time, would constitute a defaultas amended. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated, and each Significant Subsidiary is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) Each Loan Document has been duly and validly executed and delivered this Agreementby the Borrower. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 5.3. The execution and delivery of this Agreement by the Borrower does not(d) No Governmental Approval or other action by, and no notice to or filing with, any Governmental Authority or other third party, or otherwise specified pursuant to any Applicable Law, is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreementany Loan Document, will not (i) conflict with or violate except for the organizational documents authorization of the BorrowerOklahoma Corporation Commission, which authorization has been duly obtained and is in full force and effect as of the date hereof. (iie) violate There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any Governmental Authority or require arbitrator that is reasonably likely to have a Material Adverse Effect, except as may be disclosed in the consent of any third party or regulatory bodyDisclosure Documents. 5.4. (f) The financial statements issued by consolidated balance sheets of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2019, March 31, 2020, June 30, 2020 and September 30, 2020, and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal periods then ended, accompanied by (in the case of such financial statements for the fiscal year ended December 31, 2019) an opinion of PricewaterhouseCoopers LLP, an independent registered public accounting firm, copies of each of which have been furnished to each Lender, fairly present (subject, in the case of such financial statements for the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 to year-end adjustments) the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, and all in accordance with GAAP consistently applied. Since December 31, 2019, there have has been no material adverse changes in Borrower’s financial condition since the date Material Adverse Change. As of the most recent financial statementsClosing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. 5.5. There are no actions(g) No written statement, suitsinformation, investigationsreport, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or proceedings pending will contain any material misstatement of fact or threatened against Borrower that could have a intentionally omitted, omits, or will omit to state any material adverse effect on its ability fact necessary to perform its obligations make the statements therein, in the light of the circumstances under this Agreementwhich they were, are, or will be made, not misleading. 5.6. (h) Except as may be disclosed in the Disclosure Documents, the Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereofto it. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute (i) No failure to satisfy the minimum funding standard applicable to a default. 5.8. Except Plan for the representations and warranties set forth a plan year (as described in Section ‎5 herein, 302 of ERISA and Section 412 of the Borrower did not receive any other representations or warranties from the Lender.Internal Revenue Code)

Representations and Warranties of the Borrower. In order to induce the other parties to enter into this Amendment: (a) The Borrower hereby represents and warrants to the Lender Administrative Agent and the Lenders as followsfollows as of the Effective Date: 5.1. The Borrower is a corporation duly organized (i) This Amendment and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Credit Agreement, which constitutes a as amended hereby, constitute legal, valid and binding obligation obligations of the Borrower, Borrower and are enforceable against the Borrower in accordance with its termstheir terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and subject to general principles of equity. 5.3. The execution and delivery (ii) After giving effect to the terms of this Agreement by the Borrower does notAmendment, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with no Termination Event or violate the organizational documents of the Borrower, Incipient Termination Event shall have occurred and be continuing and (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties of the Borrower set forth in Section ‎5 hereinthe Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the Borrower did not receive date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (b) The Servicer and each Originator hereby represents and warrants to YRCW as follows as of the Effective Date: (i) This Amendment and the Sale Agreement, as amended hereby, constitute legal, valid and binding obligations of such party and are enforceable against such party in accordance with their terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and subject to general principles of equity. (ii) After giving effect to the terms of this Amendment, (i) no Servicer Event of Default or Potential Servicer Event of Default shall have occurred and be continuing and (ii) the representations and warranties of such party set forth in the Sale Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof, except to the extent any such representation or warranties from the Lenderwarranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Lender Agents and the Lenders that, on the Closing Date and as followsof the date of each Incremental Borrowing and each Repeat Advances hereunder and (except with respect to subclauses (e), (i) and (q) below and the second sentence of subclause (g) below) as of each Reporting Date: 5.1. The Borrower (a) It (i) is a corporation limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower Delaware, (ii) is duly qualified to conduct do business in every other jurisdiction where the nature of its business and requires it to be so qualified unless such failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, (iii) has the requisite corporate all organizational power and authority and any necessary governmental authorityall licenses, franchiseauthorizations, license or permit consents, approvals and qualifications of and from all Official Bodies and other third parties required to own, operate, lease and otherwise perform its obligations under the Transaction Documents to hold and operate its assets and properties which it is a party and to carry on its businessesbusiness in each jurisdiction in which its business is conducted. 5.2. (b) The Borrower has the full corporate power execution, delivery and authority to execute and deliver performance by it of this Agreement and the other Transaction Documents to consummate which it is a party, including the transactions contemplated hereunder. There Borrower’s use of the proceeds of Loans (i) are no other consentswithin its organizational powers, approvals(ii) have been duly authorized by all necessary organizational action, authorizations or permits required on (iii) are in its part for interest and it will receive the consummation benefit as a result of the transactions contemplated hereunderby this Agreement and the other Transaction Documents and the value of the consideration obtained by it under the transactions contemplated hereby and thereby is not less than the value of, and is fully and fairly equivalent to, the consideration which it provides, (iv) do not contravene or constitute a default under (A) its Organic Documents, (B) any applicable Law, (C) any contractual restriction binding on or affecting it or its property or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, in each case unless such failure would not be reasonably expected to have a Material Adverse Effect and (v) do not result in or require the creation or imposition of any Adverse Claim upon or with respect to any of its properties, in each case unless such Adverse Claim would not be reasonably expected to have a Material Adverse Effect. The Each Transaction Document to which the Borrower is a party has been duly and validly executed and delivered by the Borrower. (c) No authorization or approval or other action by, and no notice to or filing or registration with, any Official Body or official thereof or any third party (with the exception of the notifications and other actions referred to in Clause 6.2 (Certain rights of the Administrative Agent)) is required for the due execution, delivery and performance by it of this AgreementAgreement or any other Transaction Documents to which it is a party or any other document to be delivered by it hereunder or thereunder, except for the actions taken or referred to in Schedule 4 (Condition precedent documents) all of which have been (or on or before the Closing Date will have been) duly made or taken, as the case may be, and are in full force and effect. (d) Each of this Agreement and the other Transaction Documents to which it is a party constitutes a the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower it in accordance with its terms, subject to any limitation on the enforceability thereof against the Borrower arising from the application of any applicable Insolvency Law or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 5.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (ie) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigationsinvestigations by an Official Body, litigation or proceedings at law or in equity or by or before any Official Body now pending or or, to the actual knowledge of a Responsible Officer, threatened against or affecting the Borrower that or any of its businesses, properties or revenues (i) which question the validity of this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby (excluding any litigation or proceeding against any Obligor) or (ii) which individually or in the aggregate could be reasonably expected to have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6Material Adverse Effect. Borrower is has complied in material compliance all respects with all applicable laws, rules, regulations, and ordinancesorders, and no event has occurred that could result writs, judgments, injunctions, decrees or awards to which it may be subject, in any material violation thereof. 5.7each case unless the failure to comply with the same would not reasonably be expected to have a Material Adverse Effect. The Borrower is not in any respect in default under or violation of any debenturesorder, bondsjudgment or decree of any Official Body, in each case unless the failure to comply with the same would not reasonably be expected to have a Material Adverse Effect. (f) No proceeds of any Incremental Borrowing hereunder will be used (i) for a purpose that violates, or other material obligationswould be inconsistent with, and no event has occurred thatRegulation T, with notice and/or lapse U or X promulgated by the Board of timeGovernors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, would constitute a defaultas amended. 5.8(g) Each Receivable treated as or represented to be a Pool Receivable is owned by the Borrower, free and clear of any Adverse Claim (except as created pursuant to the Transaction Documents). The Eligible Receivables included in Net Eligible Receivables Balance and owed by an Official Body (other than the U.S. Federal Government) shall not exceed 2.0% of the Net Eligible Receivables Balance at any time. The Administrative Agent, for the benefit of the Secured Parties, has a valid and perfected first priority security interest, ranking ahead of any other encumbrance, security interest or pledge and the interest of any other creditor of any Transaction Party in each Pool Receivable and in the Related Security and Collections related thereto, the Facility Accounts and all other Collateral, in each case, free and clear of any Adverse Claim (except as created pursuant to the Transaction Documents). Except for the representations filings required under the Transaction Documents, no effective financing statement or other instrument similar in effect is filed in any recording office listing any Transaction Party as debtor, covering any Receivable, Related Security or other Collateral, or any interest therein or proceeds thereof. (i) Each Portfolio Report and warranties Supplemental Report is complete and accurate in all material respects as of its date, (ii) all other written information, data, exhibits, documents, books, records and reports furnished by or on behalf of the Borrower to any Secured Party in connection with this Agreement, any other Transaction Document or any transaction contemplated thereby are true and accurate in all material respects as of the date stated or certified and do not contain any material misstatement of fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (iii) all annual and quarterly financial statements of Borrower which have been furnished by or on behalf of the Borrower (A) have been prepared in accordance with GAAP consistently applied and (B) fairly present in all material respects the financial condition of the Borrower as of the dates set forth in Section ‎5 herein, therein and the results of any operations of the Borrower did and, if applicable, its consolidated Subsidiaries for the periods ended on such dates, subject to year-end adjustments and the absence of footnotes in the case of unaudited statements. (i) It has (i) timely filed or caused to be filed all Tax returns required to be filed, except to the extent failure to file would not receive any reasonably be expected to have a Material Adverse Effect, and (ii) paid or made adequate provision for the payment of all Taxes, assessments and other representations governmental charges due and payable by it except to the extent such Taxes, assessments or warranties other governmental charges are being contested in good faith by appropriate proceedings and the Borrower has set aside on its books adequate reserves in accordance with GAAP. The Borrower either (i) qualifies as a qualified subchapter S subsidiary within the meaning of IRC Section 1361 and 1362 or (ii) is a disregarded entity and not treated as an entity separate from the LenderParent for U.S. federal tax purposes. (i) The principal places of business and chief executive office of Borrower and the offices where it keeps all of its Records are located at the address(es) listed on Schedule 2 (Address and Notice Information) to this Agreement or such other locations of which the Administrative Agent has been notified in accordance with Clause 5.1(h) (Further Assurances; Changes in Name or Jurisdiction of Organization, etc.) in jurisdictions where all action required by such Clause 5.1(h) has been taken and completed. (ii) Borrower is a limited liability company organized under the laws of the State of Delaware and its Federal Employer Identification Number is ▇▇-▇▇▇▇▇▇▇. (k) (i) The names and addresses of all the Facility Account Banks together with the account numbers of the Facility Accounts and the post office box number and address of each Lock-Box at such Facility Account Banks are as specified in Schedule 5 (Facility Accounts and Account Banks), as such Schedule 5 (Facility Accounts and Account Banks) may be updated from time to time pursuant to Clause 5.1(g) (Deposits to Borrower Accounts).

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws, (ii) applicable law or (iii) any material contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or, other than as would not reasonably be expected to have a Material Adverse Effect, any other third party, is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and by equitable principles. 5.3(e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2012, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, copies of which have been furnished to each Lender, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. The execution and delivery of this Agreement Since December 31, 2012, there has been no Material Adverse Change other than as disclosed in any periodic report filed prior to the date hereof by the Borrower does not, with the Securities and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory bodyExchange Commission. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the other Loan Documents to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the other Loan Documents to be delivered by it, except for such authorizations and approvals which have been obtained and notices and filings which have been made and those the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect. (d) This Agreement has duly been, and validly each of the Notes to be delivered by it when delivered hereunder will have been, ▇▇▇▇ executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. 5.3. (e) The execution audited consolidated balance sheets and delivery the statements of this Agreement by income, stockholders’ equity, and cash flow for the Borrower does notand its consolidated Subsidiaries as of and for each fiscal year of the Borrower in the fiscal year period ended on December 31, 2022, including the notes thereto, if applicable, present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries as of the date and for the period referred to therein and the performance by results of operations and cash flows for the Borrower periods then ended, and, except as set forth on Schedule 4.01(e), were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except, in the case of its obligations under this Agreementinterim period financial statements, will not for the absence of notes and for normal year-end adjustments and except as otherwise noted therein. Since December 31, 2022, there has been no Material Adverse Change. (if) conflict with There is no pending or violate the organizational documents of the Borrowerthreatened action, (ii) violate suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the consent matters described on Schedule 4.01(f) Disclosed Litigation hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any third party other Loan Document or regulatory bodythe consummation of the transactions contemplated hereby. 5.4. (g) The financial statements Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U or X issued by the Borrower and publicly available are complete, accurateBoard of Governors of the Federal Reserve System), and fairly present no proceeds of any Advance will be used to purchase or carry any margin stock in violation of said Regulations T, U or X or to extend credit to others for the financial condition purpose of purchasing or carrying any margin stock in violation of said Regulations T, U or X. (h) The Borrower is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. (i) The written information furnished by or on behalf of the dates statedBorrower to the Agent or any Lender in connection with the negotiation and syndication of this Agreement (other than information of a general economic or industry nature or financial estimates, forecasts and other forward-looking information and after giving effect to all supplements and updates thereto), when taken as a whole, does not contain any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not materially misleading in light of the circumstances under which such statements are made. (j) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Plan is in compliance with ERISA, the Code and any applicable law; (ii) no Reportable Event has occurred; (iii) no Plan is reasonably likely to be insolvent or in reorganization and no written notice of any such insolvency or reorganization has been given to the Borrower; (iv) each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 303 of ERISA; (v) neither the Borrower nor any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan or Multiemployer Plan pursuant to Section 406, 409, 502(c), (i) or (l), 4062, 4063, 4064, 4069, 4201, 4204 or 4071 of ERISA or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; (vi) no proceedings have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There instituted (or are no actions, suits, investigations, reasonably likely to be instituted) to terminate or proceedings pending to reorganize any Plan or threatened against Borrower that could have to appoint a material adverse effect on its ability trustee to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesadminister any Plan, and no event written notice of any such proceedings has occurred been given to the Borrower or any ERISA Affiliate; and (vii) no lien imposed under Section 401(a)(29) or 430(k) of the Code or pursuant to ERISA on the assets of the Borrower exists (or is reasonably likely to exist) nor has the Borrower been notified in writing that could result such a lien will be imposed on the assets of the Borrower on account of any Plan. No Plan has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 4.01(j), be reasonably likely to have a Material Adverse Effect. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and except as noted on Schedule 4.01(j), (i) neither the Borrower nor any material violation thereof. 5.7. Borrower ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is not in default under any debentures, bondsinsolvent (within the meaning of Section 4245 of ERISA), or other material obligations, has been determined to be in “endangered or critical” status with the meaning of Section 432 of the Code or Section 305 of ERISA and (ii) no event has occurred thatsuch Multiemployer Plan is reasonably expected to be insolvent or in “endangered or critical” status. Notwithstanding any provision of this Section 4.01(j) to the contrary, with notice and/or lapse of timerespect to Multiemployer Plans, would constitute a default. 5.8. Except for the representations and warranties set forth in this Section ‎5 herein4.01(j), other than any made with respect to (i) liability under Section 4203 or 4205 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has incurred nor reasonably expects to incur any liability under Title IV of ERISA or any Lien in favor of the PBGC with respect to any Plan maintained by an ERISA Affiliate. (k) All Foreign Plans are in compliance with, and have been established, administered and operated in accordance with, the Borrower did terms of such Foreign Plans and applicable law, except for any failure to so comply, establish, administer or operate the Foreign Plans as would not receive any other representations or warranties from the Lender.reasonably be expected to have

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the other Loan Documents to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the other Loan Documents to be delivered by it, except for such authorizations and approvals which have been obtained and notices and filings which have been made and those the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. 5.3. (e) The execution audited consolidated balance sheets and delivery the statements of this Agreement by income, stockholders’ equity, and cash flow for the Borrower does notand its consolidated Subsidiaries as of and for each fiscal year of the Borrower in the fiscal year period ended on December 31, 2018, including the notes thereto, if applicable, present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries as of the date and for the period referred to therein and the performance by results of operations and cash flows for the Borrower periods then ended, and, except as set forth on Schedule 4.01(e), were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except, in the case of its obligations under this Agreementinterim period financial statements, will not for the absence of notes and for normal year-end adjustments and except as otherwise noted therein. Since December 31, 2018, there has been no Material Adverse Change. (if) conflict with There is no pending or violate the organizational documents of the Borrowerthreatened action, (ii) violate suit, investigation, litigation or proceeding, including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the consent matters described on Schedule 4.01(f) Disclosed Litigation hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any third party other Loan Document or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as consummation of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementstransactions contemplated hereby. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender Agent and each of the Lenders as follows: 5.1. The Borrower (a) it has been duly incorporated and is validly subsisting as a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower Ontario; it is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower business in each jurisdiction in which the nature of its business requires qualification, except where failure to so qualify would not have a material adverse effect on the business, assets, condition or prospects, financial or otherwise, of the Borrower; it has the full corporate power and authority to execute enter into and deliver this Agreement perform its obligations under the Documents to which it is a party and all other instruments and agreements delivered pursuant to any of the Documents and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required own its property and carry on its part for business as currently conducted; and it has obtained all licences, permits and approvals from all governments, governmental commissions, boards and other agencies required in respect of its operations; (b) the consummation execution, delivery and performance of the transactions contemplated hereunder. The Documents to which it is a party and every other instrument or agreement delivered pursuant to the Documents have been duly authorized by all requisite action on the part of the Borrower and each of such documents has been duly and validly executed and delivered this Agreement, which by the Borrower and constitutes a valid and binding obligation against it enforceable in accordance with its terms subject to (i) applicable bankruptcy, insolvency, moratorium and similar laws at the time in effect affecting the rights of creditors generally and (ii) equitable remedies such as injunctions and specific performance which may only be granted in the discretion of the court before which they are sought; (c) there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, enforceable threatened against the Borrower or affecting it at law or in accordance with its terms. 5.3. The execution and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with equity or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower before or by which any of its properties governmental department, commission, board, bureau, agency or assets is bound instrumentality, domestic or affected; (iii) violate foreign, or before any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent arbitrator of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are completekind, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no which would result in any material adverse changes change in Borrower’s its business, operations, prospects, properties, assets or condition, financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigationsor otherwise, or proceedings pending or threatened against Borrower that could have a material adverse effect on in its ability to perform its obligations under any Document to which it is a party or any other agreement or instrument delivered pursuant to this Agreement.; it is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; it is not in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, either separately or in the aggregate, would result in any such material adverse change; 5.6. Borrower (d) it is not a party to any agreement or instrument which materially adversely affects its ability to perform its obligations under any of the Documents to which it is a party or any agreements or instruments delivered pursuant to this Agreement which materially adversely affects its business, operations, prospects, properties, assets or condition, financial or otherwise; (e) it is not subject to any restriction or any judgment, order, writ, injunction, decree or award which materially adversely affects, or to the best of its knowledge in material the future will materially adversely affect, its business, operations, prospects, properties, assets or condition, financial or otherwise, or its ability to perform its obligations under any of the Documents to which it is a party or any agreements or instruments delivered pursuant to this Agreement; (f) neither the execution nor delivery of the Documents to which it is a party or any agreements or instruments delivered pursuant to this Agreement, the consummation of the transactions herein and therein contemplated, nor compliance with the terms of this Agreement or thereof conflicts with or will conflict with, or results or will result in any breach of, or constitutes a default under, any of the provisions of its constating documents, articles or by-laws or any agreement, instrument, court order or arbitration award to which it is a party or by which it or any of its property and assets are bound or results or will result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon its properties or assets or in the contravention of any applicable law, rule or regulation of Canada or of any jurisdiction in which it carries on business; (g) all applicable lawsconsents, regulationsapprovals, authorizations, declarations, registrations, filings, notices and other actions whatsoever required as at the date of this Agreement in connection with its execution and delivery of any of the Documents to which it is a party and all other agreements or instruments delivered pursuant to this Agreement, and ordinancesthe consummation of the transactions contemplated by this Agreement, and have been obtained, made or taken; and (h) no event has occurred that could result in any material violation thereofwhich constitutes a Default or an Event of Default. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to as of the Lender Agreement Date and the date of each Subsequent Purchase Date that except as followsset forth in the Disclosure Letter or in the Borrower’s SEC Reports: 5.1. (a) The Borrower is conducting its business in compliance with its Organizational Documents, which are in full force and effect. (b) No Default or Event of Default (or any other default or event of default, however described) has occurred under any of the Transaction Documents. (c) The Borrower (i) is capable of paying its debts as they fall due, is not unable and has not admitted its inability to pay its debt as they fall due, (ii) is not bankrupt or insolvent and (iii) has not taken action, and no such action has been taken by a third party, for the Borrower’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for such Credit Party or any or all of its assets or revenues. (d) As of the date hereof, no Lien exists on its assets, except for Permitted Liens. (e) Its obligation to make any payment under the Notes (together with all charges in connection therewith) is absolute and unconditional, and there exists no right of setoff or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to any such payment. (f) No Indebtedness of the Borrower exists other than Permitted Indebtedness. (g) The Borrower is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State of IsraelDelaware. The Borrower It has full power and authority to own its properties and conduct its business, and is duly qualified to do business as a foreign entity and is in good standing (or equivalent concept) in each jurisdiction in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect. (h) There is not pending or, to its knowledge, threatened in writing, any action, suit or other proceeding before any Government Authority that would reasonably be expected to have a Material Adverse Effect (a) to which the Borrower is a party or (b) which has as the requisite corporate power and authority and subject thereof any necessary assets owned by the Borrower. There are no current or, to the knowledge of the Borrower, pending, legal, governmental authorityor regulatory enforcement actions, franchise, license suits or permit other proceedings to own, operate, lease and otherwise to hold and operate which the Borrower or any of its assets and properties and is subject that would reasonably be expected to carry on its businesseshave a Material Adverse Effect. 5.2(i) The Transaction Documents have been duly authorized, executed and delivered by the Borrower, and constitute the valid, legal and binding obligation of the Borrower enforceable in accordance with their terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). The execution, delivery and performance of the Transaction Documents by the Borrower and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien upon any assets of the Borrower pursuant to, any agreement to which the Borrower is a party or by which the Borrower is bound or to which any of the assets of the Borrower are subject, (B) result in any violation of or conflict with the provisions of the Organizational Documents or (C) result in the violation of any law or any judgment, order, rule, regulation or decree of any Governmental Authority, except in the cases of clauses (A) and (C) above, for any such violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Government Authority is required for the execution, delivery and performance of any of the Transaction Documents or for the consummation by the Borrower of the transactions contemplated by the Transaction Documents. The Borrower has the full corporate power and authority to execute and deliver this Agreement enter into the Transaction Documents and to consummate the transactions contemplated hereunder. There are no other consentsunder the Transaction Documents, approvals, authorizations or permits required on its part except for registrations and filings in connection with the consummation issuance of the transactions shares of Common Stock pursuant to the Transaction Documents, filings, recordings or registrations contemplated hereunderby the Security Agreements and filings necessary to comply with laws, rules, regulations and orders required in the ordinary course of business. (j) [Reserved] (k) The Borrower has good and marketable title to all of its material assets free and clear of all Liens except Permitted Liens. To the knowledge of the Borrower, the material property held under lease by the Borrower is held under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Borrower. (l) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Borrower owns or has the right to use pursuant to a valid and enforceable written license, implied license or other legally enforceable right, all of the Intellectual Property (as defined below) that is necessary to manufacture and sell the Product within the United States (the “IP”) (other than, prior to its receipt, FDA approval) and to conduct its business as currently conducted. Except as disclosed in the Disclosure Letter, there is no outstanding or pending, or, to the knowledge of the Borrower, threatened in writing action, suit, other proceeding or claim by any third person challenging or contesting the validity, scope, use, ownership, enforceability, or other rights of Borrower in or to, (i) as of the Agreement Date, any IP, and (ii) as of any other date, any material IP, and the Borrower has not received any written notice regarding, any such action, suit, or other proceeding. The Borrower has duly and validly executed and delivered this Agreementnot infringed or misappropriated any material rights of others, which constitutes except as would not reasonably be expected to have a valid and binding obligation Material Adverse Effect. As of the Agreement Date, except as disclosed in the Disclosure Letter, there is no pending or, to the knowledge of the Borrower, enforceable against threatened action, suit, other proceeding or claim by others that the Borrower in accordance with its terms. 5.3. The execution and delivery infringes upon, violates or uses the Intellectual Property rights of this Agreement by the Borrower does notothers without authorization, and the performance by the Borrower of its obligations under this Agreementhas not received any written notice regarding, will not any such action, suit, other proceeding or claim. The term “Intellectual Property” as used herein means (i) conflict with all patents, patent applications, patent disclosures and inventions (whether patentable or violate the organizational documents of the Borrowerunpatentable and whether or not reduced to practice), (ii) violate any lawall trademarks, statuteservice marks, ordinancetrade dress, ruletrade names, regulationslogans, orderlogos, judgment or decree applicable to and corporate names and Internet domain names, together with all of the Borrower or by which any goodwill associated with each of its properties or assets is bound or affected; the foregoing, (iii) violate any agreement or arrangement the Borrower or copyrights, copyrightable works, and licenses, (iv) registrations and applications for registration for any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower foregoing, (v) computer software (including but not limited to source code and publicly available are completeobject code), accuratedata, databases, and fairly present the financial condition of Borrower as documentation thereof, (vi) trade secrets and other confidential information, (vii) other Intellectual Property, and (viii) copies and tangible embodiments of the dates stated, foregoing (in whatever form and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statementsmedium). 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The In order to induce the New Term Lender and Administrative Agent to enter into this Amendment No. 2, the Borrower represents and warrants to the New Term Lender and the Administrative Agent as follows: 5.1. The Borrower is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. (i) The Borrower has the full corporate power right and authority power, and has taken, and has caused Spirit REIT to execute take, all necessary action to authorize it to borrow the New Term Loans hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform its obligations under each of this Agreement Amendment No. 2, the Credit Agreement, as amended by this Amendment No. 2 (the “Amended Credit Agreement”) and the Note described in Section 3D below (collectively, the “Amendment Documents”) to which it is a party in accordance with its terms and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunderhereby and thereby. The Amendment Documents to which the Borrower has or any other Loan Party is a party have been duly and validly executed and delivered this Agreementby the duly authorized officers of such Person and each is a legal, which constitutes a valid and binding obligation of the Borrower, such Person enforceable against the Borrower such Person in accordance with its terms., except as the same may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and the availability of equitable remedies DB1/ 113500392.4 for the enforcement of certain obligations contained herein or therein and as may be limited by equitable principles generally; 5.3. (ii) The execution execution, delivery and delivery performance of this Agreement Amendment No. 2 and the other Amendment Documents to which any Loan Party is a party in accordance with their respective terms and the borrowings of the New Term Loans hereunder do not and will not, by the Borrower does notpassage of time, and the performance by the Borrower giving of its obligations under this Agreementnotice, will not or both: (i) conflict with require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under (A) the organizational documents of the Borrowerany Loan Party or (B) any indenture, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its subsidiaries are party torespective properties may be bound, except under this clause (B) as could not reasonably be expected to have a Material Adverse Effect; or (iii) result in or require the consent creation or imposition of any third party Lien upon or regulatory body. 5.4. The financial statements issued with respect to any property now owned or hereafter acquired by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as any Loan Party other than in favor of the dates stated, Administrative Agent for its benefit and there have been no material adverse changes in Borrower’s financial condition since the date benefit of the most recent financial statements.other Lender Parties; 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse (iii) Each of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, made by the Borrower did not receive in or pursuant to the Loan Documents are true and correct in all material respects (or, in the case of any other representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, true and correct (after giving effect to any qualification therein) in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or warranties from similar language, true and correct (after giving effect to any qualification therein) in all respects) as of such earlier date; and (iv) No Default or Event of Default has occurred and is continuing on the LenderAmendment Effective Date and after giving effect to this Amendment No. 2.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation limited liability company duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction in which it is organized, and each Significant Subsidiary of Israel. The the Borrower is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is formed or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document to which it is, or is to become a party, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s limited liability company powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of formation or limited liability company agreement, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) Each Loan Document to which it is, or is to become, a party has been duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and, upon execution and delivery thereof, each other Loan Document will be the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 5.3. The execution and delivery of this Agreement by the Borrower does not(d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreementany Loan Document to which it is, will not (i) conflict or is to become, a party other than with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable respect to the Borrower such Approvals, if any, that have been duly issued and are in full force and effect and not subject to review or by which appeal. (e) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any Governmental Authority or require arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the consent of any third party or regulatory bodyDisclosure Documents. 5.4. (f) The financial statements issued by consolidated balance sheets of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2014 and June 30, 2015 and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal periods then ended (accompanied by, in the case of such financial statements for the fiscal year ended December 31, 2014, an opinion of Deloitte & Touche LLP, an independent registered public accounting firm), copies of each of which have been furnished to each Lender, fairly present (subject, in the case of such financial statements for the fiscal quarter ended June 30, 2015, to year-end adjustments) the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the fiscal periods ended on such dates, and all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2014, there have has been no material adverse changes in Material Adverse Change as to the Borrower’s . (g) No written statement, information, report, financial condition since the date statement, exhibit or schedule furnished by or on behalf of the most recent financial statementsBorrower to the Administrative Agent or any Lender in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. 5.5. There are no actions(h) Except as disclosed in the Disclosure Documents, suits, investigations, or proceedings pending or threatened against the Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. and each Significant Subsidiary of the Borrower is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable lawsto it. (i) No failure to satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, regulationswhether or not waived, has occurred with respect to any Plan. The Borrower has not incurred, and ordinancesdoes not presently expect to incur, and no event has occurred any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could result reasonably be expected to have a Material Adverse Effect. The Borrower and each of its ERISA Affiliates have complied in all material respects with ERISA and the Internal Revenue Code. The Borrower and each of its Subsidiaries have complied in all material respects with foreign law applicable to its Foreign Plans, if any. As used herein, the term “Plan” means an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan, by the Borrower or any material violation thereof. 5.7of its ERISA Affiliates. Borrower The term “Multiemployer Plan” means any Plan which is not a “multiemployer plan” (as such term is defined in default under Section 4001(a)(3) of ERISA). The term “Foreign Plan” means any debenturespension, bondsprofit-sharing, deferred compensation, or other material obligationsemployee benefit plan, and no event has occurred that, with notice and/or lapse program or arrangement maintained by any Subsidiary outside of time, would constitute a default. 5.8. Except the United States primarily for the representations and warranties set forth in Section ‎5 hereinbenefit of individuals, substantially all of whom are non-residents of the Borrower did not receive any other representations or warranties from the LenderUnited States.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and any Notes to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for be delivered by it and the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreementhereby or thereby, which constitutes a valid and binding obligation of are within the Borrower’s corporate powers, enforceable against the Borrower in accordance with its terms. 5.3. The execution and delivery of this Agreement have been duly authorized by the Borrower does notall necessary corporate action, and the performance by the Borrower of its obligations under this Agreement, will do not (i) conflict with or violate the organizational documents of contravene the Borrower’s charter or by-laws, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment writ, judgment, injunction, decree, determination or decree applicable to award binding on the Borrower or by which any property of its properties the Borrower or assets is bound or affected; (iii) violate conflict with or result in a breach of any agreement contractual restriction binding on or arrangement affecting the Borrower, except, in the case of (ii) or (iii) above, to the extent that such contravention could not reasonably be expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or any Notes to be delivered by it. (d) This Agreement has been, and any Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and any Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally and the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law. (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2008, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, copies of which have been delivered or made available to the Lenders, fairly present in all material respects the Consolidated financial position of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations and cash flows of the Borrower and its Subsidiaries for the period ended on such date. Since December 31, 2008, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of any Specified Officer, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, against the Borrower or any of its subsidiaries are party to; Subsidiaries or require affecting the consent properties of the Borrower or any third party of its Subsidiaries before any court, governmental agency or regulatory bodyarbitrator that (i) would have a Material Adverse Effect or (ii) would be reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 5.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurateBoard of Governors of the Federal Reserve System (“Regulation U”)), and fairly present no proceeds of any Advance or Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the financial condition purpose of purchasing or carrying any margin stock. (h) Neither the Borrower nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances or issuance of Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (i) Neither the Information Memorandum, as supplemented by the Borrower to the Lenders (or to the Agent for distribution to the Lenders) in writing prior to the date hereof, nor any other written factual information, exhibit or report furnished by the Borrower in writing to the Agent or any Lender in connection with the negotiation of this Agreement or pursuant to the terms of this Agreement, contained, as of the dates stateddate furnished, and there have been no any untrue statement of a material adverse changes fact or omits to state a material fact necessary to make the statements made therein, taken as a whole, not misleading in Borrower’s financial condition since the date light of the most recent financial statementscircumstances under which the Information Memorandum or such other information, exhibit or report was delivered. 5.5. There (j) The Borrower and its Subsidiaries taken as a whole are no actionsand, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under after the receipt and application of each of the Advances and Letters of Credit in accordance with the terms of this Agreement, will be Solvent. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated, and each Significant Subsidiary is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) Each Loan Document has been duly and validly executed and delivered this Agreementby the Borrower. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 5.3. The execution and delivery of this Agreement by the Borrower does not(d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreementany Loan Document. (e) There is no pending or threatened action, will not (i) conflict with suit, investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any Governmental Authority or require arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the consent of any third party or regulatory bodyDisclosure Documents. 5.4. (f) The financial statements issued by consolidated balance sheets of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2020, and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal period then ended (accompanied by an opinion of PricewaterhouseCoopers, an independent registered public accounting firm), copies of which have been furnished to each Lender, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, and all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2020, there have has been no material adverse changes in Borrower’s financial condition since the date Material Adverse Change. As of the most recent financial statementsClosing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. 5.5. There are no actions(g) No written statement, suitsinformation, investigationsreport, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or proceedings pending will contain any material misstatement of fact or threatened against Borrower that could have a intentionally omitted, omits, or will omit to state any material adverse effect on its ability fact necessary to perform its obligations make the statements therein, in the light of the circumstances under this Agreementwhich they were, are, or will be made, not misleading. 5.6. (h) Except as disclosed in the Disclosure Documents, the Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable lawsto it. (i) No failure to satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, regulationswhether or not waived, has occurred with respect to any Plan. The Borrower has not incurred, and ordinancesdoes not presently expect to incur, and no event has occurred any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could result reasonably be expected to have a Material Adverse Effect. The Borrower and each of its ERISA Affiliates have complied in any all material violation thereof. 5.7respects with ERISA and the Internal Revenue Code. The Borrower is not and each of its Subsidiaries have complied in default under any debenturesall material respects with foreign law applicable to its Foreign Plans, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8if any. Except for the representations and warranties set forth in Section ‎5 As used herein, the Borrower did not receive any other representations or warranties from the Lender.term “Plan” means an “employee pension benefit

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws, (ii) applicable law or (iii) any material contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or, other than as would not reasonably be expected to have a Material Adverse Effect, any other third party, is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and by equitable principles. 5.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2010, and the performance by the Borrower related Consolidated statements of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents income and cash flows of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are completeits Subsidiaries for the fiscal year then ended, accurateaccompanied by an opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2010, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of the Borrower (provided, that it is acknowledged and agreed that the certification attached as Exhibit 31.2 to the Borrower’s quarterly report on Form 10-Q for such period filed with the Securities and Exchange Commission shall satisfy this certification requirement), copies of which have been furnished to each Lender, fairly present present, subject, in the case of said balance sheet as at June 30, 2011, and said statements of income and cash flows for the six months then ended, to the absence of footnotes and year-end audit adjustments, the Consolidated financial condition of the Borrower as and its Subsidiaries at such dates and the Consolidated results of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date operations of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on and its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except Subsidiaries for the representations and warranties set forth periods ended on such dates, all in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.accordance with generally accepted accounting principles consistently

Representations and Warranties of the Borrower. In order to induce the other parties to enter into this Amendment: (a) The Borrower hereby represents and warrants to the Lender Administrative Agent and the Lenders as followsfollows as of the Amendment Effective Date: 5.1. The Borrower is a corporation duly organized (i) This Amendment and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Credit Agreement, which constitutes a as amended hereby, constitute legal, valid and binding obligation obligations of the Borrower, Borrower and are enforceable against the Borrower in accordance with its termstheir terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and subject to general principles of equity. 5.3. The execution and delivery (ii) After giving effect to the terms of this Agreement by the Borrower does notAmendment, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with no Termination Event or violate the organizational documents of the Borrower, Incipient Termination Event has occurred and is continuing and (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any representations and warranties of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries other Transaction Party set forth in the Credit Agreement, as amended hereby, or any other Transaction Document are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower true and publicly available are complete, accurate, correct in all material respects on and fairly present the financial condition of Borrower as of the dates stateddate hereof, and there except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been no true and correct in all material adverse changes in Borrower’s financial condition since the date respects on and as of such earlier date. (b) The Servicer and each Originator hereby represents and warrants to YRCW as follows as of the most recent financial statementsAmendment Effective Date: i. This Amendment and the Sale Agreement, as amended hereby, constitute legal, valid and binding obligations of such party and are enforceable against such party in accordance with their terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and subject to general principles of equity. 5.5ii. There are After giving effect to the terms of this Amendment, (i) no actions, suits, investigations, Servicer Event of Default or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event Potential Servicer Event of Default has occurred that could result in any material violation thereof. 5.7. Borrower and is not in default under any debentures, bonds, or other material obligations, continuing and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for (ii) the representations and warranties of such party set forth in Section ‎5 hereinthe Sale Agreement, as amended hereby, are true and correct in all material respects on and as of the Borrower did not receive date hereof, except to the extent any other representations such representation or warranties from the Lenderwarranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

Representations and Warranties of the Borrower. The Borrower Each Loan Party represents and warrants to Chase, as the Lender Lender, Swingline Lender, Issuing Bank and the Administrative Agent as follows: 5.1. (i) The Borrower execution, delivery and performance of this Amendment and all agreements, instruments and documents delivered pursuant hereto by each Loan Party have been duly authorized by all necessary corporate action, and do not and will not violate any provision of any law, rule, regulation, order, judgment, injunction or writ presently in effect applying to any Loan Party, or the articles of incorporation of any Loan Party, or result in a breach of or constitute a default under any material agreement, lease or instrument to which any Loan Party is a corporation duly organized party or by which any Loan Party or any of their respective properties may be bound or affected; (ii) no authorization, consent, approval, license, exemption or filing of a registration with any court or governmental department, agency or instrumentality is or will be necessary to the valid execution, delivery or performance by any Loan Party of this Amendment and validly existing under all agreements, instruments and documents delivered pursuant hereto; and (iii) this Amendment is the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authoritylegal, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation of the Borrower, each Loan Party and is enforceable against the Borrower each Loan Party in accordance with its terms. 5.3. (b) The execution representations and delivery of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents warranties contained in Article III of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries Credit Agreement are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower true and publicly available are complete, accurate, correct on and fairly present the financial condition of Borrower as of the dates statedExecution Date with the same force and effect as if made on and as of the Execution Date. (c) No Default or Event of Default has occurred and is continuing or will exist under the Credit Agreement as of the Execution Date. (d) The Borrower's constituent documents (articles of incorporation and by-laws) have not been amended or otherwise changed since April 22, 2014. No Guarantor's constituent documents (articles of incorporation and there by-laws) have been no material adverse changes in Borrower’s financial condition amended or otherwise changed since the date of the most recent financial statementsAugust 27, 2013. 5.5. There are (e) Since December 31, 2013, no actionsevent, suits, investigations, change or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event condition has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bondshas had, or other material obligationscould reasonably be expected to have, and no event has occurred that, with notice and/or lapse of time, would constitute a defaultMaterial Adverse Effect. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower jurisdiction in which it is incorporated, and each Significant Subsidiary is duly qualified to conduct its business organized, validly existing and has in good standing under the requisite corporate power and authority and any necessary governmental authority, franchise, license laws of the jurisdiction in which it is incorporated or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesorganized. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power of each Loan Document, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its properties. (c) Each Loan Document has been duly and validly executed and delivered this Agreementby the Borrower. Each Loan Document is the legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. 5.3. The execution and delivery of this Agreement by the Borrower does not(d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of its obligations under this Agreementany Loan Document. (e) There is no pending or threatened action, will not (i) conflict with suit, investigation, litigation or violate the organizational documents of the Borrowerproceeding, (ii) violate including, without limitation, any lawEnvironmental Action, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement affecting the Borrower or any of its subsidiaries are party to; Significant Subsidiaries before any Governmental Authority or require arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the consent of any third party or regulatory bodyDisclosure Documents. 5.4. (f) The financial statements issued by consolidated balance sheets of the Borrower and publicly available are completeits Consolidated Subsidiaries as at December 31, accurate2020, and the related consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal periods then ended (accompanied by an opinion of Deloitte & Touche LLP, an independent registered public accounting firm), copies of each of which have been furnished to each Lender, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the dates statedoperations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, and all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2020, there have has been no material adverse changes in Borrower’s financial condition since the date Material Adverse Change. As of the most recent financial statementsClosing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects. 5.5. There are no actions(g) No written statement, suitsinformation, investigationsreport, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent, any Lender in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto (other than, for the avoidance of doubt, any Pricing Certificate) contained, contains, or proceedings pending will contain any material misstatement of fact or threatened against Borrower that could have a intentionally omitted, omits, or will omit to state any material adverse effect on its ability fact necessary to perform its obligations make the statements therein, in the light of the circumstances under this Agreementwhich they were, are, or will be made, not misleading. 5.6. (h) Except as disclosed in the Disclosure Documents, the Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any Governmental Authority applicable lawsto it. (i) No failure to satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, regulationswhether or not waived, has occurred with respect to any Plan. The Borrower has not incurred, and ordinancesdoes not presently expect to incur, and no event has occurred any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could result reasonably be expected to have a Material Adverse Effect. The Borrower and each of its ERISA Affiliates have complied in all material respects with ERISA and the Internal Revenue Code. The Borrower and each of its Subsidiaries have complied in all material respects with foreign law applicable to its Foreign Plans, if any. As used herein, the term “Plan” means an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan, by the Borrower or any material violation thereof. 5.7of its ERISA Affiliates. Borrower The term “Multiemployer Plan” means any Plan which is not a “multiemployer plan” (as such term is defined in default under Section 4001(a)(3) of ERISA). The term “Foreign Plan” means any debenturespension, bondsprofit-sharing, deferred compensation, or other material obligationsemployee benefit plan, and no event has occurred thatprogram or arrangement maintained by any Subsidiary which, with notice and/or lapse of timeunder applicable local foreign law, would constitute is required to be funded through a defaulttrust or other funding vehicle. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as followsLender: 5.1. The Borrower is a. the representations and warranties contained in the Loan Agreement (as amended hereby) and the other Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a corporation duly organized particular date and validly existing (ii) with respect to the Shine Writ of Attachment and the Shine Lawsuit; and (iii) for such changes as are a result of any act or omission specifically permitted under the laws Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by the Lender; b. on the Effective Date, after giving effect to this Third Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing; c. the State execution, delivery and performance of Israel. The Borrower is this Third Amendment has been duly qualified to conduct its business authorized by all necessary action on the part of, and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered by, the Borrower, and this AgreementThird Amendment is a legal, which constitutes a valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms., except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and 5.3. The execution d. the execution, delivery and delivery performance of this Agreement by the Borrower Third Amendment does not, and the performance not conflict with or result in a breach by the Borrower of its obligations under this Agreementany term of any material contract, will not (i) conflict with loan agreement, indenture or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment other agreement or decree applicable instrument to which the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third a party or regulatory bodyis subject. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The In order to induce the Incremental Term Lender to commit to provide Incremental Term Loans and the Administrative Agent and the Incremental Term Lender to enter into this First Incremental Amendment, the Borrower represents and warrants to the Lender warrants, as follows: 5.1. The Borrower is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business date hereof and the First Incremental Amendment Effective Date, that each Loan Party has the all requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute execute, deliver and deliver this Agreement perform its obligations under the First Incremental Amendment and any agreement or certificate required to consummate be delivered hereunder (collectively, the transactions contemplated hereunder. There are no other consents“First Incremental Amendment Documents”) to which it is a party and, approvals, authorizations or permits required on its part for in the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation case of the Borrower, enforceable against to borrow and otherwise obtain credit hereunder; the Borrower execution, delivery and performance by each Loan Party of each of the First Incremental Amendment Documents to which it is a party and the borrowings hereunder and the transactions contemplated hereby have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by such Loan Party; no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in accordance connection with its terms. 5.3. The execution and delivery the execution, delivery, performance, validity or enforceability of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower First Incremental Amendment or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower other First Incremental Amendment Documents except such as of the dates stated, and there have been no material adverse changes made or obtained and are in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no full force and effect and such actions, suits, investigations, consents and approvals the failure of which to be obtained or proceedings pending or threatened against Borrower that could made would not reasonably be expected to have a material adverse effect Material Adverse Effect; each First Incremental Amendment Document has been duly executed and delivered on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse behalf of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.each Loan Party party

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Lender Port Issuer, as followsof the Closing Date and any other date on which representations and warranties are expressly required to be true pursuant to the Financing Documents, that: 5.1. (a) The Borrower is a corporation limited liability company, duly organized and formed, validly existing and in good standing under the laws of the state of Delaware, is qualified to do business in the State of Israel. and in every jurisdiction where such qualification is required by applicable law, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. (b) The Borrower is duly qualified has full organizational power and authority to conduct its business as now conducted and has as presently proposed to be conducted immediately following the requisite corporate power execution and authority delivery of the Transaction Documents to which it is a party and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The the Borrower has the full corporate power and authority to execute execute, deliver and deliver this Agreement and perform its obligations under each Transaction Document to consummate which it is a party. (c) All necessary actions on the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower required to authorize the execution, delivery and performance of each Transaction Document to which it is a party has been duly and validly taken. (d) Each of the Transaction Documents to which the Borrower is a party has been duly authorized, executed and delivered this Agreement, which by the Borrower and constitutes a valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 5.3. The execution and delivery , except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws or judicial action affecting the enforcement of this Agreement by the Borrower does not, creditors’ rights generally and the performance by the Borrower application of its obligations under this Agreement, will not general principles of equity (i) conflict with regardless of whether enforceability is considered in a proceeding in equity or violate the organizational documents of the Borrower, (ii) violate any at law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory body). 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender Lenders that, except as followsset forth in a Schedule to this Agreement: 5.1. (a) The Borrower and its Subsidiaries are conducting their business in compliance with their Organizational Documents, which are in full force and effect. (b) No Default or Event of Default has occurred and is continuing. (c) The Borrower and its Subsidiaries (i) are (taken as a whole), on a consolidated basis, capable of paying their debts as they fall due in the ordinary course of business, (ii) have not admitted their inability in writing to pay their debts as they fall due in the ordinary course of business, and (iii) have not taken action, and no such action has been taken by a third party, for the Borrower’s or any Subsidiary’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower, any Subsidiary or any material portion of or all of their assets or revenues. (d) No Lien exists on the Borrower’s or any Subsidiary’s assets, except for Permitted Liens. (e) The obligation of the Borrower to make any payment under this Agreement (together with all charges in connection therewith) is absolute and unconditional. (f) No Indebtedness of the Borrower or any Subsidiary exists other than Permitted Indebtedness. (g) The Borrower is validly existing as a corporation duly organized and validly existing in good standing under the laws of the State state of IsraelDelaware. The Borrower is duly qualified to conduct and its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the Subsidiaries have full corporate power and authority to execute own their properties, conduct their business and deliver this Agreement enter into the Loan Documents and to consummate the transactions contemplated hereunder. under the Loan Documents, and are duly qualified to do business as a foreign entity and are in good standing in each jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect. (h) There are no other consentsis not pending or, approvals, authorizations or permits required on its part for to the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreement, which constitutes a valid and binding obligation knowledge of the Borrower, enforceable against the Borrower threatened in accordance with its terms. 5.3. The execution and delivery of this Agreement by the Borrower does notwriting, and the performance by the Borrower of its obligations under this Agreementany action, will not suit, hearings or other proceeding before any Governmental Authority (ia) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third Subsidiaries is a party or (b) which has as the subject thereof any assets owned by the Borrower or any of its Subsidiaries, except, in each case, as would not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.1(h), there are no current or, to the knowledge of the Borrower, pending, legal, governmental or regulatory bodyenforcement actions, suits or other proceedings to which the Borrower or any of its Subsidiaries or any of their assets is subject, except as would not reasonably be expected to result in a Material Adverse Effect. 5.4. (i) The financial statements issued Loan Documents have been duly authorized, executed and delivered by the Borrower and publicly available are complete, accurateeach Subsidiary a party thereto, and fairly present constitute the financial condition of Borrower as valid, legal and binding obligation of the dates statedBorrower and its Subsidiaries party thereto, enforceable in accordance with their terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally (whether enforcement is sought by proceedings in equity or at law). The execution, delivery and performance of the Loan Documents by the Borrower and its Subsidiaries and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute an event of default under, or result in the creation or imposition of any Lien (other than pursuant to the Loan Documents) upon any assets of the Borrower or any of its Subsidiaries pursuant to, any material agreement to which the Borrower or any Subsidiary is a party or by which the Borrower or any of its Subsidiaries are bound or to which any of the assets of the Borrower or any Subsidiary is subject, except to the extent that no Material Adverse Effect would reasonably be expected to result therefrom, (B) result in any violation of or conflict with the provisions of the Organizational Documents, (C) result in the violation of any material Applicable Law or (D) result in the violation of any judgment, order, rule, regulation or decree of any Governmental Authority. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority or other party is required for the execution, delivery and performance of any of the Loan Documents or for the consummation by the Borrower and its Subsidiaries of the transactions contemplated hereby except for (a) such registrations and filings contemplated by the Security Agreement, (b) as have been obtained or made prior to the date hereof or (c) the failure of which to obtain or make would not reasonably be expected to result in a Material Adverse Effect and the Borrower has the power and authority to enter into the Loan Documents and to consummate the transactions contemplated under the Loan Documents. (j) [Reserved]. (k) The Borrower and each of its Subsidiaries holds or has applied for, and there have been no is operating in good standing and in compliance in all material adverse changes respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any Governmental Authority required for the conduct of its business the failure of which to obtain would reasonably be expected to result in Borrower’s financial condition since a Material Adverse Effect (collectively, “Necessary Documents”) and all Necessary Documents are valid and in full force and effect; and neither the date Borrower not any Subsidiary has received written notice of any revocation or modification of any of the most recent financial statements. 5.5. There Necessary Documents and neither the Borrower nor any Subsidiary has any reason to believe that any of the Necessary Documents will not be renewed in the ordinary course of business, and each of the Borrower and its Subsidiaries are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a in compliance in all material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance respects with all applicable federal, state, local and foreign laws, regulations, orders and ordinancesdecrees applicable to the conduct of its business. (l) The Borrower and its Subsidiaries have good and marketable title to all of their assets free and clear of all Liens except Permitted Liens. To Borrower’s knowledge, except as could not reasonably be expected to have a Material Adverse Effect, the property held under lease by the Borrower or any Subsidiary is held under valid, subsisting and no event has occurred that could result enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material violation thereofrespect with the conduct of the business of the Borrower or any Subsidiary. 5.7(m) Other than as disclosed in any Paragraph IV Certification made in connection with a new drug application, the Borrower and its Subsidiaries own or, where a license is required, have the right to use pursuant to a valid and enforceable written license, implied license or other legally enforceable right, all of the Intellectual Property (as defined below) that they have publicly described as being owned or licensed by them (the “Company IP”) or, to the knowledge of the Borrower, that is necessary for the conduct of their business as currently conducted (the “IP”). Borrower To the knowledge of the Borrower, other than as disclosed in any Paragraph IV Certification made in connection with a new drug application, the Company IP that is not registered with or issued by a Governmental Authority is enforceable; there is no outstanding, pending or, to the knowledge of the Borrower, threatened in default under writing action, suit, other proceeding or claim by any debenturesthird person challenging or contesting the validity, bondsscope, use, ownership, enforceability, or other material obligations, and no event has occurred that, with notice and/or lapse rights of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive or any Subsidiary in or to any Company IP and neither the Borrower nor any Subsidiary has received any written notice regarding, any such action, suit, or other representations or warranties from proceeding. To the Lender.knowledge of the Borrower, other than as disclosed in any Paragraph IV Certification made in connection with a new drug

Representations and Warranties of the Borrower. The To induce the Lenders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), the Borrower represents and warrants to the Lender as followsLenders that: 5.1. The Borrower is a corporation (a) this Amendment has been duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authorityauthorized, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered by it and the other Loan Parties and this AgreementAmendment constitutes the legal, which constitutes a valid and binding obligation obligation, contract and agreement of the Borrower, Borrower and the other Loan Parties enforceable against it and the Borrower other Loan Parties in accordance with its terms., except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; 5.3. The execution (b) the Loan Agreement, as amended by this Amendment, constitutes the legal, valid and delivery binding obligations, contracts and agreements of this Agreement by the Borrower does notenforceable against it in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (c) the Loan Documents, as amended by this Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Borrower and the other Loan Parties enforceable against it and the other Loan Parties which are parties thereto in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (d) the execution, delivery and performance by the Borrower and the other Loan Parties of its obligations under this Agreement, will not Amendment (i) conflict with or violate the organizational documents of the Borrowerhas been duly authorized by all requisite limited liability company action and, if required, member action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, ordinancerule or regulation or its articles or organization or operating agreement, (2) any order of any court or any rule, regulationregulation or order of any other agency or government binding upon it, orderor (3) any provision of any material indenture, judgment agreement or decree applicable other instrument to the Borrower which it is a party or by which any of its properties or assets is bound are or affected; may be bound, including, without limitation, the Wynn Credit Agreement, or (iiiB) violate result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or arrangement the Borrower or any other instrument referred to in clause (iii)(A)(3) of its subsidiaries are party to; or require the consent of any third party or regulatory body.this Section 5(c); 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower (e) as of the dates stateddate hereof and after giving effect to this Amendment, and there have been no material adverse changes in Borrower’s financial condition since the date Default or Event of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event Default has occurred that could result in any material violation thereof.which is continuing; and 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse (f) each of time, would constitute a default. 5.8. Except for the representations and warranties set forth contained in Section ‎5 herein, 5.1 of the Loan Agreement are true and correct in all material respects with the same force and effect as if made by the Borrower did not receive any other on and as of the date hereof, except for representations or and warranties from the Lenderexpressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and the Notes to consummate the transactions contemplated hereunder. There are no other consentsbe delivered by it, approvals, authorizations or permits required on its part for and the consummation of the transactions contemplated hereunderhereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws, (ii) law, (iii) any indenture, deed of trust, credit agreement or loan agreement binding on or affecting the Borrower or (iv) any other material agreement, contract or instrument binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it. The No authorization or approval or other action by, and no notice to or filing with, any third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it, except to the extent that failure to so obtain or so file could not reasonably be expected to have a Material Adverse Effect. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly and validly executed and delivered this Agreementby the Borrower. This Agreement is, which constitutes a and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 5.3. (e) The execution and delivery Consolidated balance sheet of this Agreement by the Borrower does notand its Subsidiaries as at December 31, 2002, and the performance related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2003, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present in accordance with GAAP, subject, in the case of said balance sheet as at March 31, 2003, and said statements of income and cash flows for the three months then ended, to year-end adjustments and the absence of footnotes, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2002, no event or circumstance has occurred and is continuing that could reasonably be expected to result in a Material Adverse Change. (iif) violate any lawThere is no pending or, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower knowledge of the Borrower, threatened action, suit, investigation, litigation or by which proceeding, including, without limitation, any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement Environmental Action, affecting the Borrower or any of its subsidiaries are party to; Subsidiaries before any court, governmental agency or require arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) could be reasonably likely to adversely affect the consent legality, validity or enforceability of this Agreement or any third party Note or regulatory bodythe consummation of the transactions contemplated hereby. 5.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition Board of Borrower as Governors of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinancesFederal Reserve System), and no event has occurred that could result in proceeds of any material violation thereofAdvance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. 5.7. (h) The Borrower is not in default under any debentures, bondsan "investment company", or other material obligationsa company "controlled" by an "investment company", and no event has occurred thatwithin the meaning of the Investment Company Act of 1940, with notice and/or lapse of time, would constitute a defaultas amended. 5.8. Except for the representations (i) The Borrower is, individually and warranties set forth in Section ‎5 hereintogether with its Subsidiaries, the Borrower did not receive any other representations or warranties from the LenderSolvent.

Representations and Warranties of the Borrower. The To induce the other parties hereto to enter into this Agreement, the Borrower represents and warrants to the Lender Administrative Agent and each of the Lenders that, as followsof the Effective Date: 5.1. The Borrower is a corporation (a) This Agreement has been duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authorityauthorized, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. The Borrower has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreementby the Borrower and the Subsidiary Guarantors, which and constitutes a legal, valid and binding obligation of the Borrower, enforceable against Borrower and the Borrower Subsidiary Guarantors in accordance with its terms. 5.3, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The execution and delivery of this Agreement Credit Agreement, as amended by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents constitutes a legal, valid and binding obligation of the BorrowerBorrower enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (iiwhether enforcement is sought by proceedings in equity or at law). (b) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable Immediately after giving effect to the Borrower or by which any amendment in Section 2, each of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued representations and warranties made by the Borrower and publicly available the Subsidiary Guarantors in or pursuant to the Loan Documents are completetrue and correct in all material respects as if made on the Effective Date (except to the extent they relate specifically to an earlier date, accuratein which case they are true and correct in all material respects as of such earlier date, and fairly present the financial condition of Borrower as of the dates statedunless a representation or warranty is already qualified by materiality or by Material Adverse Effect, in which case it is true and there have been no material adverse changes correct in Borrower’s financial condition since the date of the most recent financial statementsall respects). 5.5. There are (c) Immediately after giving effect to the amendment in Section 2, no actions, suits, investigations, Default or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event Event of Default has occurred that could and is continuing on the Effective Date or shall result in any material violation thereoffrom this Agreement or the Incremental Commitment. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower and each of the other Loan Parties party hereto represents and warrants that as of the date hereof: (a) Each of the representations and warranties made by any Loan Party in or pursuant to the Lender Loan Documents is true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as follows: 5.1. The Borrower is a corporation duly organized and validly existing under the laws of the State date hereof as if made on and as of Israelthe date hereof (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects (and in all respect if any such representation and warranty is qualified by materiality) as of such earlier date (provided that each reference to the “Closing Date” in Sections 4.1, 4.4(i), 4.18(b) and 4.20 of the Credit Agreement shall be deemed instead to be a reference to the “Amendment No. The Borrower is duly qualified to conduct its business and 1 Amendment Effective Date”)). (b) Each Loan Party party hereto has the requisite corporate or other organizational power and authority and any necessary governmental authority, franchiseand the legal right, license to make, deliver and perform this Agreement. Each Loan Party party hereto has taken all necessary corporate or permit other organizational action to ownauthorize the execution, operate, lease delivery and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2performance of this Agreement. The Borrower This Agreement has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunder. The Borrower has been duly and validly executed and delivered this Agreement, which on behalf of each Loan Party party hereto. This Agreement constitutes a legal, valid and binding obligation of the Borrowereach Loan Party that is a party hereto, enforceable against the Borrower such Loan Party in accordance with its termsthe terms hereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 5.3. The execution and delivery (c) No Event of this Agreement by the Borrower does not, and the performance by the Borrower of its obligations under this Agreement, will not (i) conflict with or violate the organizational documents of the Borrower, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement the Borrower or any of its subsidiaries are party to; or require the consent of any third party or regulatory body. 5.4. The financial statements issued by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as of the dates stated, and there have been no material adverse changes in Borrower’s financial condition since the date of the most recent financial statements. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event Default has occurred that could result in any material violation thereofand is continuing. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows: 5.1. (a) The Borrower is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businessesDelaware. 5.2. (b) The execution, delivery and performance by the Borrower has the full corporate power and authority to execute and deliver of this Agreement and any Notes to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for be delivered by it and the consummation of the transactions contemplated hereunder. The Borrower has duly and validly executed and delivered this Agreementhereby or thereby, which constitutes a valid and binding obligation of are within the Borrower’s corporate powers, enforceable against the Borrower in accordance with its terms. 5.3. The execution and delivery of this Agreement have been duly authorized by the Borrower does notall necessary corporate action, and the performance by the Borrower of its obligations under this Agreement, will do not (i) conflict with or violate the organizational documents of contravene the Borrower’s charter or by-laws, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment writ, judgment, injunction, decree, determination or decree applicable to award binding on the Borrower or by which any property of its properties the Borrower or assets is bound or affected; (iii) violate conflict with or result in a breach of any agreement contractual restriction binding on or arrangement affecting the Borrower, except, in the case of (ii) or (iii) above, to the extent that such contravention could not reasonably be expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or any Notes to be delivered by it. (d) This Agreement has been, and any Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and any Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally and the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law. (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2008, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, copies of which have been delivered or made available to the Lenders, fairly present in all material respects the Consolidated financial position of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations and cash flows of the Borrower and its Subsidiaries for the period ended on such date. Since December 31, 2008, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of any Specified Officer, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, against the Borrower or any of its subsidiaries are party to; Subsidiaries or require affecting the consent properties of the Borrower or any third party of its Subsidiaries before any court, governmental agency or regulatory bodyarbitrator that (i) would have a Material Adverse Effect or (ii) would be reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 5.4. (g) The financial statements Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Borrower and publicly available are complete, accurateBoard of Governors of the Federal Reserve System (“Regulation U”)), and fairly present no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the financial condition purpose of purchasing or carrying any margin stock. (h) Neither the Borrower nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Borrower will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (i) Neither the Information Memorandum, as supplemented by the Borrower to the Lenders (or to the Agent for distribution to the Lenders) in writing prior to the date hereof, nor any other written factual information, exhibit or report furnished by the Borrower in writing to the Agent or any Lender in connection with the negotiation of this Agreement or pursuant to the terms of this Agreement, contains, as of the dates stateddate furnished, and there have been no any untrue statement of a material adverse changes fact or omits to state a material fact necessary to make the statements made therein, taken as a whole, not misleading in Borrower’s financial condition since the date light of the most recent financial statementscircumstances under which the Information Memorandum or such other information, exhibit or report was delivered. 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, the Borrower did not receive any other representations or warranties from the Lender.

Representations and Warranties of the Borrower. The In order to induce the New Term Lender and Administrative Agent to enter into this Amendment No. 3, the Borrower represents and warrants to the New Term Lender and the Administrative Agent as follows: 5.1. The Borrower is a corporation duly organized and validly existing under the laws of the State of Israel. The Borrower is duly qualified to conduct its business and has the requisite corporate power and authority and any necessary governmental authority, franchise, license or permit to own, operate, lease and otherwise to hold and operate its assets and properties and to carry on its businesses. 5.2. (i) The Borrower has the full corporate power right and authority power, and has taken, and has caused Spirit REIT to execute take, all necessary action to authorize it to borrow the New Term Loans hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform its obligations under each of this Agreement Amendment No. 3, the Credit Agreement, as amended by this Amendment No. 3 (the “Amended Credit Agreement”) and the Note described in Section 3D below (collectively, the “Amendment Documents”) to which it is a party in accordance with its terms and to consummate the transactions contemplated hereunder. There are no other consents, approvals, authorizations or permits required on its part for the consummation of the transactions contemplated hereunderhereby and thereby. The Amendment Documents to which the Borrower has or any other Loan Party is a party have been duly and validly executed and delivered this Agreementby the duly authorized officers of such Person and each is a legal, which constitutes a valid and binding obligation of the Borrower, such Person enforceable against the Borrower such Person in accordance with its terms., except as the same may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and the availability of equitable remedies DB1/ 114279694.2 for the enforcement of certain obligations contained herein or therein and as may be limited by equitable principles generally; 5.3. (ii) The execution execution, delivery and delivery performance of this Agreement Amendment No. 3 and the other Amendment Documents to which any Loan Party is a party in accordance with their respective terms and the borrowings of the New Term Loans hereunder do not and will not, by the Borrower does notpassage of time, and the performance by the Borrower giving of its obligations under this Agreementnotice, will not or both: (i) conflict with require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under (A) the organizational documents of the Borrowerany Loan Party or (B) any indenture, (ii) violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Borrower or by which any of its properties or assets is bound or affected; (iii) violate any agreement or arrangement other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its subsidiaries are party torespective properties may be bound, except under this clause (B) as could not reasonably be expected to have a Material Adverse Effect; or (iii) result in or require the consent creation or imposition of any third party Lien upon or regulatory body. 5.4. The financial statements issued with respect to any property now owned or hereafter acquired by the Borrower and publicly available are complete, accurate, and fairly present the financial condition of Borrower as any Loan Party other than in favor of the dates stated, Administrative Agent for its benefit and there have been no material adverse changes in Borrower’s financial condition since the date benefit of the most recent financial statements.other Lender Parties; 5.5. There are no actions, suits, investigations, or proceedings pending or threatened against Borrower that could have a material adverse effect on its ability to perform its obligations under this Agreement. 5.6. Borrower is in material compliance with all applicable laws, regulations, and ordinances, and no event has occurred that could result in any material violation thereof. 5.7. Borrower is not in default under any debentures, bonds, or other material obligations, and no event has occurred that, with notice and/or lapse (iii) Each of time, would constitute a default. 5.8. Except for the representations and warranties set forth in Section ‎5 herein, made by the Borrower did not receive in or pursuant to the Loan Documents are true and correct in all material respects (or, in the case of any other representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, true and correct (after giving effect to any qualification therein) in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or warranties from similar language, true and correct (after giving effect to any qualification therein) in all respects) as of such earlier date; and (iv) No Default or Event of Default has occurred and is continuing on the LenderAmendment Effective Date and after giving effect to this Amendment No. 3.