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

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) notwithstanding the provisions of Section 5.02(a)(i) and (ii) below to the contrary, the only representations and warranties relating to the Borrowers and their Subsidiaries the accuracy of which shall be a condition to the availability of the Loans and the Letters of Credit on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (k), (t), (u) and (y), and (B) the representations and warranties made by Funko Holdings or with respect to the business of Parent in the Acquisition Agreement, but only to the extent that the Parent or any of its Affiliates have the right under the Acquisition Agreement to terminate their obligations under the Acquisition Agreement or not to consummate the transactions contemplated by the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement without regard to the Parent’s or the Buyer’s waiver of such breach; provided that the representations and warranties specified in clauses (A) and (B) above are true and correct on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correctcorrect in all material respects (except such materiality qualifier shall not be applicable with respect to matters involving (i) the Collateral, (ii) the ability of the Agents and the Lenders to realize upon the Collateral, or (iii) the ability of the Agents and the Lenders to receive Collections from the Collateral), and the submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Term Loan, and the Borrower’s acceptance of the proceeds of such Loan, shall each be deemed to be a representation and warranty by the Borrower on the date of such Loan that: (i) notwithstanding the provisions of Section 5.02(a)(i) and (ii) below to the contrary, the only representations and warranties relating to the Borrowers and their Subsidiaries the accuracy of which shall be a condition to the availability of the Loans and the Letters of Credit on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)ARTICLE VI and in each other Loan Document, (b), (c), (d), (k), (t), (u) and (y), and (B) the representations and warranties made by Funko Holdings certificate or with respect other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the business of Parent in the Acquisition Agreement, but only to the extent that the Parent or any of its Affiliates have the right under the Acquisition Agreement to terminate their obligations under the Acquisition Agreement or not to consummate the transactions contemplated by the Acquisition Agreement as a result of a breach date of such representations and warranties in the Acquisition Agreement without regard to the Parent’s or the Buyer’s waiver of such breach; provided that the representations and warranties specified in clauses (A) and (B) above Loan are true and correct in all material respects on and as of the Effective Date such date as though made on and as of such datedate (except such materiality qualifier shall not be applicable with respect to matters involving (i) the Collateral, (ii) the ability of the Agents and the Lenders to realize upon the Collateral, or (iii) the ability of the Agents and the Lenders to receive Collections from the Collateral), except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), and (ii) at the time of and after giving effect to the making of such Term Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Term Loan to be made, on such date and (iii) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to the Term Loan, and the Borrower’s acceptance of the proceeds of the Term Loan, shall each be deemed to be a representation and warranty by each Loan Party on the Effective Date that: (i) notwithstanding the provisions of Section 5.02(a)(i) and (ii) below to the contrary, the only representations and warranties relating to the Borrowers and their Subsidiaries the accuracy of which shall be a condition to the availability of the Loans and the Letters of Credit on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)‎Article VI and in each other Loan Document, (b), (c), (d), (k), (t), (u) and (y), and (B) the representations and warranties made by Funko Holdings certificate or with respect other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the business of Parent in the Acquisition Agreement, but only to the extent that the Parent or any of its Affiliates have the right under the Acquisition Agreement to terminate their obligations under the Acquisition Agreement or not to consummate the transactions contemplated by the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement without regard to the Parent’s or the Buyer’s waiver of such breach; provided that the representations and warranties specified in clauses (A) and (B) above Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), and (ii) at the time of and after giving effect to the making of the Term Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Term Loan on such date and (iii) the conditions set forth in this Agreement or Section 5.01 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correctcorrect in all material respects (except such materiality qualifier shall not be applicable with respect to matters involving (i) the Collateral, (ii) the ability of the Agents and the Lenders to realize upon the Collateral, or (iii) the ability of the Agents and the Lenders to receive Collections from the Collateral), and the submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Loan, and the Borrower’s acceptance of the proceeds of such Loan, shall each be deemed to be a representation and warranty by the Borrower on the date of such Loan that: (i) notwithstanding the provisions of Section 5.02(a)(i) and (ii) below to the contrary, the only representations and warranties relating to the Borrowers and their Subsidiaries the accuracy of which shall be a condition to the availability of the Loans and the Letters of Credit on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)Article VI and in each other Loan Document, (b), (c), (d), (k), (t), (u) and (y), and (B) the representations and warranties made by Funko Holdings certificate or with respect other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the business of Parent in the Acquisition Agreement, but only to the extent that the Parent or any of its Affiliates have the right under the Acquisition Agreement to terminate their obligations under the Acquisition Agreement or not to consummate the transactions contemplated by the Acquisition Agreement as a result of a breach date of such representations and warranties in the Acquisition Agreement without regard to the Parent’s or the Buyer’s waiver of such breach; provided that the representations and warranties specified in clauses (A) and (B) above Loan are true and correct in all material respects on and as of the Effective Date such date as though made on and as of such datedate (except such materiality qualifier shall not be applicable with respect to matters involving (i) the Collateral, (ii) the ability of the Agents and the Lenders to realize upon the Collateral, or (iii) the ability of the Agents and the Lenders to receive Collections from the Collateral), except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), and (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Loan to be made, on such date and (iii) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct, and the submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to each such Tranche A Term Loan, and the Borrower's acceptance of the proceeds of such second drawing of Tranche A Term Loan, shall [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. each be deemed to be a representation and warranty by each Loan Party on the date of such second drawing of Tranche A Term Loan that: (i) notwithstanding the provisions of Section 5.02(a)(i) and (ii) below to the contrary, the only representations and warranties relating to the Borrowers and their Subsidiaries the accuracy of which shall be a condition to the availability of the Loans and the Letters of Credit on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)Article VI and in each other Loan Document, (b), (c), (d), (k), (t), (u) and (y), and (B) the representations and warranties made by Funko Holdings certificate or with respect other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the business of Parent in the Acquisition Agreement, but only to the extent that the Parent or any of its Affiliates have the right under the Acquisition Agreement to terminate their obligations under the Acquisition Agreement or not to consummate the transactions contemplated by the Acquisition Agreement as a result of a breach date of such representations and warranties in the Acquisition Agreement without regard to the Parent’s or the Buyer’s waiver drawing of such breach; provided that the representations and warranties specified in clauses (A) and (B) above Tranche A Term Loan are true and correct on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), and (ii) at the time of and after giving effect to the making of such Tranche A Term Loan and the application of the proceeds thereof, no Default or Event of Default shall have has occurred and be is continuing on the Effective Date or would result from the making of the Tranche A Term Loan to be made on such date and (iii) the conditions set forth in this Agreement or Section 5.02 have been satisfied as of the other Loan Documents becoming effective in accordance with its or their respective termsdate of such request.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (ia) notwithstanding subject to Certain Funds Provision (as defined at the provisions end of Section 5.02(a)(i) and (ii) below to the contrary5.01), the only representations and warranties relating to the Borrowers making and their Subsidiaries the accuracy of which shall be a condition to the availability of the Loans and the Letters of Credit on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a), (b), (c), (d), (h), (k), (t), (u), (y), (bb), (ff), (gg), (hh) and (yii) and, subject to the Certain Funds Provision and Permitted Liens, any representation and warranty with respect to the creation and perfection of the Collateral Agent's security interest in the Collateral (the foregoing being the "Specified Representations"), in each case, as they relate to the entering into or performance of the Loan Documents by the Loan Parties on the Effective Date, and (B) the representations and warranties made by Funko Holdings or the Company (as defined in the Acquisition Agreement) with respect to the business of Parent Company and its subsidiaries in the Acquisition AgreementAgreement that are material to the Agents and the Lenders, but only to the extent that the Parent or any of its Affiliates have and/or Merger Sub has the right under the Acquisition Agreement to terminate their (without any fee or penalty) its obligations under the Acquisition Agreement or not to consummate the transactions contemplated by the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement (the "Specified Acquisition Representations") without regard to the Parent’s or the Buyer’s 's (and/or Merger Sub’s) waiver of such breachbreach and after giving effect to all applicable cure and grace periods; provided that the representations and warranties specified in clauses (A) and (B) above are true and correct in all material respects (except to the extent qualified by materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except to the extent qualified by materiality or "Material Adverse Effect", in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date), and (iib) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) notwithstanding the provisions of Section 5.02(a)(i) and (ii) below to the contrary, the only representations and warranties relating to the Borrowers and their Subsidiaries the accuracy of which shall be a condition to the availability of the Loans and the Letters of Credit on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)Article VI of the Financing Agreement and in each other Loan Document, (b), (c), (d), (k), (t), (u) and (y), and (B) the representations and warranties made by Funko Holdings certificate or with respect other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the business of Parent in the Acquisition Agreement, but only to the extent that the Parent or any of its Affiliates have the right under the Acquisition Agreement to terminate their obligations under the Acquisition Agreement or not to consummate the transactions contemplated by the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement without regard to the Parent’s or the Buyer’s waiver of such breach; provided that the representations and warranties specified in clauses (A) and (B) above Second Amendment Effective Date are true and correct on and as of the Second Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), ) and (ii) no Default or Designated Event of Default (as defined herein) or event which with the giving of notice or the lapse of time or both would constitute a Designated Event of Default (any such event, “Designated Default”) shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Agreement the Second Amendment or the any other Loan Documents becoming effective in accordance with its or their respective terms. For purposes hereof, a “Designated Event of Default” means an Event of Default (i) arising from any Loan Party’s failure to pay principal or interest due on any loan (including any DDTF Loan) or any other amount under any Loan Document when due, (ii) arising under any provision of Section 7.02 of the Financing Agreement, or (iii) arising under any of clauses (a), (c)(i), (f), (g), (h), (i), (j), (k), (l), (m), (p), (q), (r), (s) or (t) of Section 9.01 of the Financing Agreement.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) notwithstanding the provisions of Section 5.02(a)(i) and (ii) below to the contrary, the only representations and warranties relating to the Borrowers and their Subsidiaries the accuracy of which shall be a condition to the availability of the Loans and the Letters of Credit on the Effective Date, shall be (A) the representations and warranties contained in Section 6.01(a)6 and in each other Credit Document, (b), (c), (d), (k), (t), (u) and (y), and (B) the representations and warranties made by Funko Holdings certificate or with respect other writing delivered to the business of Parent in Collateral Agent and the Acquisition Agreement, but only Lenders or pursuant hereto or thereto on or prior to the extent that the Parent or any of its Affiliates have the right under the Acquisition Agreement to terminate their obligations under the Acquisition Agreement or not to consummate the transactions contemplated by the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement without regard to the Parent’s or the Buyer’s waiver of such breach; provided that the representations and warranties specified in clauses (A) and (B) above Closing Date are true and correct on and as of the Effective Closing Date as though made on and as of such date, except to the extent that any date (unless such representation or warranty expressly relates solely to an earlier date (was made as of a specified date, in which case such representation or warranty shall be true and correct on and only as of such earlier specified date), and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Closing Date or would result from this Credit Agreement or the other Credit Documents becoming effective in accordance with its or their respective terms and (iii) except for the Working Capital Acknowledged Defaults, no "default", "event of default' or similar event shall have occurred and be continuing, and no forbearance from exercising remedies in respect thereof shall exist, on the Closing Date under any Working Capital Loan Document or the Indenture or would result from this Credit Agreement or the other Credit Documents becoming effective in accordance with its or their respective terms.

Representations and Warranties; No Event of Default. The following statements shall be true and correct: correct (i) notwithstanding the provisions of Section 5.02(a)(i) and (ii) below after giving effect to the contrary, the only representations and warranties relating to the Borrowers and their Subsidiaries the accuracy of which shall be a condition to the availability of the Loans and the Letters of Credit on the Effective Date, shall be this Amendment): (A) the representations and warranties contained in Section 6.01(a)this Amendment, (b), (c), (d), (k), (t), (u) Article VI of the Financing Agreement and (y), and (B) the representations and warranties made by Funko Holdings or with respect to the business of Parent in the Acquisition Agreement, but only to the extent that the Parent or any of its Affiliates have the right under the Acquisition Agreement to terminate their obligations under the Acquisition Agreement or not to consummate the transactions contemplated by the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement without regard to the Parent’s or the Buyer’s waiver of such breach; provided that the representations and warranties specified in clauses (A) and (B) above each other Loan Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 11 Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date), ) and (iiB) after giving effect to the waiver of any Events of Default that may have arisen prior to the Amendment No. 11 Effective Date as a result of the Specified Events (without determination of whether such events do constitute an Event of Default) pursuant to Section 3(b) hereof, no Default or Event of Default shall have occurred and be continuing on the Amendment No. 11 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.