Common use of REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT Clause in Contracts

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendment, the Borrower represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement); (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Party, and (iii) each of the Credit Agreement, as amended by this Amendment, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party thereto, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this Amendment, nor the consummation of any transactions contemplated herein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) is required for the execution, delivery or performance of this Amendment by the Borrower and the other Credit Parties.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower each Loan Party represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to of the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties Loan Parties contained in Article V of the Credit Agreement and the or any other Loan Documents Document, or which are true and correct contained in all material respectsany document furnished in connection herewith or therewith, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all material respects on and as of (or, to the date hereof as if made on and as of such date, (except for extent any such representation and or warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality as to "materiality" or reference to "Material Adverse Effect, in which case such representation and warranty " shall be true and correct in all respects respects) on and as of the Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Loan Party, and (iii) each of this Amendment and the Credit Agreement, as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the constitute a legal, valid and binding obligations obligation of the Borrower and the other Credit Parties party theretosuch Loan Party, enforceable against the Borrower or such Credit Party, as applicable, each Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be is limited by bankruptcy, insolvency, reorganization, moratorium or similar state other applicable laws relating to or federal debtor relief laws from time to time in effect which affect affecting generally the enforcement of creditors’ ' rights in general and except to the extent that availability of equitable remedies, regardless the remedy of whether considered in a specific performance or injunctive relief is subject to the discretion of the court before which any proceeding in equity or at lawtherefor may be brought; (d) neither the execution, delivery and performance of this AmendmentAmendment and the Credit Agreement, nor as amended hereby, and the consummation of any transactions contemplated hereinherein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person's Organization Documents; (ii) conflict with, with or result in a any breach or contravention of, or the creation of any Lien under, or constitute a default require any payment to be made under (A) any indentureContractual Obligation, agreement including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which the Borrower or any other Credit Party such Person is a party or by which affecting such Person or the properties of such Person or any of its properties may be bound Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any Governmental Approval relating arbitral award to the Borrower which such Person or its property is subject; or (iii) violate any applicable law to any Credit Partywhich such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach breach, contravention, creation, requirement or default, individually or in the aggregate, violation could not reasonably be expected to result in have a Material Adverse Effect; and; (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person not already obtained (including the Board of Directors (is necessary or other similar governing body) of the Borrower and of each other Credit Party) is required for in connection with the execution, delivery or performance by, any Loan Party of this Amendment by other than those already obtained or performed; and (f) the Borrower Organization Documents of the Loan Parties and the other Credit Partiesresolutions of such Loan Parties attached to the officer's certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to of the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement Borrower and the other Loan Documents are true and correct Parties, as applicable, contained in all material respects, on and as Article V of the date hereof as made on and as of such dateCredit Agreement or any other Loan Document, except for or which are contained in any representation and warranty that is qualified by materiality document furnished in connection herewith or reference to Material Adverse Effecttherewith, in which case such representation and warranty shall be true and correct in all material respects on and as of (or, to the date hereof as if made on and as of such date, (except for extent any such representation and or warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality as to "materiality" or reference to "Material Adverse Effect, in which case such representation and warranty " shall be true and correct in all respects respects) on and as of the Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Loan Party, and (iii) each of this Amendment and the Credit Agreement, as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the a legal, valid and binding obligations obligation of the Borrower and the other Credit Parties party theretosuch Loan Party, enforceable against the Borrower or such Credit Party, as applicable, each Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be is limited by bankruptcy, insolvency, reorganization, moratorium or similar state other applicable laws relating to or federal debtor relief laws from time to time in effect which affect affecting generally the enforcement of creditors’ ' rights in general and except to the extent that availability of equitable remedies, regardless the remedy of whether considered in a specific performance or injunctive relief is subject to the discretion of the court before which any proceeding in equity or at lawtherefor may be brought; (d) neither the execution, delivery and performance by each applicable Loan Party of this AmendmentAmendment and the Credit Agreement, nor as amended hereby, and the consummation of any transactions contemplated hereinherein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person's Organization Documents; (ii) conflict with, with or result in a any breach or contravention of, or the creation of any Lien under, or constitute a default require any payment to be made under (A) any indentureContractual Obligation, agreement including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which the Borrower or any other Credit Party such Person is a party or by which affecting such Person or the properties of such Person or any of its properties may be bound Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any Governmental Approval relating arbitral award to the Borrower which such Person or its property is subject; or (iii) violate any applicable law to any Credit Partywhich such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach breach, contravention, creation, requirement or default, individually or in the aggregate, violation could not reasonably be expected to result in have a Material Adverse Effect; and (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person not already obtained (including the Board of Directors (is necessary or other similar governing body) of the Borrower and of each other Credit Party) is required for in connection with the execution, delivery or performance by, any applicable Loan Party of this Amendment by the Borrower and the other Credit Partiesthan those already obtained or performed.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to of the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement Borrower and the other Loan Documents are true and correct Parties, as applicable, contained in all material respects, on and as Article V of the date hereof as made on and as of such dateCredit Agreement or any other Loan Document, except for or which are contained in any representation and warranty that is qualified by materiality document furnished in connection herewith or reference to Material Adverse Effecttherewith, in which case such representation and warranty shall be true and correct in all material respects on and as of (or, to the date hereof as if made on and as of such date, (except for extent any such representation and or warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality as to "materiality" or reference to "Material Adverse Effect, in which case such representation and warranty " shall be true and correct in all respects respects) on and as of the Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Loan Party, and (iii) each of this Amendment and the Credit Agreement, as amended by this Amendment, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the Agreement constitute a legal, valid and binding obligations obligation of the Borrower and the other Credit Parties party theretosuch Loan Party, enforceable against the Borrower or such Credit Party, as applicable, each Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be is limited by bankruptcy, insolvency, reorganization, moratorium or similar state other applicable laws relating to or federal debtor relief laws from time to time in effect which affect affecting generally the enforcement of creditors’ ' rights in general and except to the extent that availability of equitable remedies, regardless the remedy of whether considered in a specific performance or injunctive relief is subject to the discretion of the court before which any proceeding in equity or at lawtherefor may be brought; (d) neither the execution, delivery and performance by each applicable Loan Party of this AmendmentAmendment and the Credit Agreement, nor and the consummation of any transactions contemplated hereinherein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person's Organization Documents; (ii) conflict with, with or result in a any breach or contravention of, or the creation of any Lien under, or constitute a default require any payment to be made under (A) any indentureContractual Obligation, agreement including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which the Borrower or any other Credit Party such Person is a party or by which affecting such Person or the properties of such Person or any of its properties may be bound Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any Governmental Approval relating arbitral award to the Borrower which such Person or its property is subject; or (iii) violate any applicable law to any Credit Partywhich such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach breach, contravention, creation, requirement or default, individually or in the aggregate, violation could not reasonably be expected to result in have a Material Adverse Effect; and (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person not already obtained (including the Board of Directors (is necessary or other similar governing body) of the Borrower and of each other Credit Party) is required for in connection with the execution, delivery or performance by, any applicable Loan Party of this Amendment by the Borrower and the other Credit Partiesthan those already obtained or performed.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower and each other Loan Party, as applicable, represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to of the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement Borrower and the other Loan Documents are true and correct Parties, as applicable, contained in all material respects, on and as Article V of the date hereof as made on and as of such dateCredit Agreement or any other Loan Document, except for or which are contained in any representation and warranty that is qualified by materiality document furnished in connection herewith or reference to Material Adverse Effecttherewith, in which case such representation and warranty shall be true and correct in all material respects on and as of (or, to the date hereof as if made on and as of such date, (except for extent any such representation and or warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality as to “materiality” or reference to “Material Adverse Effect, in which case such representation and warranty ” shall be true and correct in all respects respects) on and as of the Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Loan Party, and (iii) each of this Amendment and the Credit Agreement, as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the constitute a legal, valid and binding obligations obligation of the Borrower and the other Credit Parties party theretosuch Loan Party, enforceable against the Borrower or such Credit Party, as applicable, each Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be is limited by bankruptcy, insolvency, reorganization, moratorium or similar state other applicable laws relating to or federal debtor relief laws from time to time in effect which affect affecting generally the enforcement of creditors’ rights in general and except to the extent that availability of equitable remedies, regardless the remedy of whether considered in a specific performance or injunctive relief is subject to the discretion of the court before which any proceeding in equity or at lawtherefor may be brought; (d) neither the execution, delivery and performance by each applicable Loan Party of this AmendmentAmendment and the Credit Agreement, nor as amended hereby, and the consummation of any transactions contemplated hereinherein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene any material term of any of such Person’s Organization Documents; (ii) conflict with, with or result in a any breach or contravention of, or the creation of any Lien under, or constitute a default require any payment to be made under (A) any indentureContractual Obligation, agreement including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which the Borrower or any other Credit Party such Person is a party or by which affecting such Person or the properties of such Person or any of its properties may be bound Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any Governmental Approval relating arbitral award to the Borrower which such Person or its property is subject; or (iii) violate any applicable law to any Credit Partywhich such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach breach, contravention, creation, requirement or default, individually or in the aggregate, violation could not reasonably be expected to result in have a Material Adverse Effect; and (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person not already obtained (including the Board of Directors (is necessary or other similar governing body) of the Borrower and of each other Credit Party) is required for in connection with the execution, delivery or performance by, any applicable Loan Party of this Amendment by the Borrower and the other Credit Partiesthan those already obtained or performed.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Sixth Amendment: (a) other than the representations and warranties of the Borrower and each other Loan Party contained in Article II, Article V and each other Loan Document, or which are contained in any document that has been furnished under or in connection herewith or therewith, are (i) with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement that contain a materiality qualification, true and the other Loan Documents correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects, and except that for purposes hereof, except (x) to the extent Administrative Agent has been previously notified of any changes in the facts on which such representations and as warranties were based in a certificate delivered to Administrative Agent pursuant to Section 6.02(b) of the date hereof as made on Credit Agreement, (y) the representations and as of such date, except for any representation warranties contained in Sections 5.05(a) and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty (b) shall be true deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and correct in all respects on (b), respectively, and as of the date hereof as if made on and as of such date, (except for z) any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain is true and correct in all material respects (or in the case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)exists; (i) the Borrower and each other Credit Party Guarantor has full power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Borrower and each other Credit Party, Guarantor and (iii) each of this Sixth Amendment and the Credit Agreement, as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes constitute the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoeach Guarantor, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement applicable Debtor Relief Laws and by general principles of creditors’ rights in general and the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this AmendmentSixth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated hereinherein or therein, will (i) conflict withwith any Organization Documents of the Borrower or any Guarantor, result (ii) violate any Applicable Law applicable to the Borrower or any Guarantor in a breach any material respect (other than failures to obtain governmental authorizations, make filings or provide notices, etc. which do not violate Section 5.03 of the Credit Agreement), or constitute a default under (iii) conflict with any indenture, agreement or other instrument Contractual Obligation to which the Borrower or any other Credit Party a Guarantor is a party or by which affecting the Borrower, any Guarantor or the properties of the Borrower or any of its properties may be bound Subsidiaries or any order, injunction, writ or decree of any Governmental Approval relating Authority or any arbitral award to which the Borrower Borrower, any Guarantor or to any Credit Partytheir property is subject, except in each case referred to the extent in this clause (iii) for such conflictviolations, breach or defaultbreaches and defaults that, individually or in the aggregate, aggregate could not reasonably be expected to result in have a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person not already previously obtained is required to be obtained or made by (including the Board of Directors (or other similar governing bodyi) of the Borrower and of each other Credit Party) is required for as a condition to the execution, delivery or performance of this Amendment by the Borrower and of this Sixth Amendment or (ii) any Guarantor as a condition to the other Credit Partiesacknowledgement by any Guarantor of this Sixth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the limited waivers set forth in Section 1 hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 20152014, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this AmendmentLimited Waiver, (ii) this Amendment Limited Waiver has been duly executed and delivered by the Borrower and each other Credit PartyBorrower, and (iii) each of this Limited Waiver and the Credit Agreement, as amended by this Amendmentand affected hereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoBorrower, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this AmendmentLimited Waiver, nor the consummation of any transactions contemplated herein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit PartyBorrower, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit PartyBorrower) is required for the execution, delivery or performance of this Amendment by the Borrower and the other Credit Partiesof this Limited Waiver.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the limited waivers set forth in Section 1 and the amendments set forth in Section 2 hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 20152014, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Fifth Amendment, (ii) this Fifth Amendment has been duly executed and delivered by the Borrower and each other Credit PartyBorrower, and (iii) each of this Fifth Amendment and the Credit Agreement, as amended by this Amendmentand affected hereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoBorrower, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this Fifth Amendment, nor the consummation of any transactions contemplated herein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit PartyBorrower, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit PartyBorrower) is required for the execution, delivery or performance of this Amendment by the Borrower and the other Credit Partiesof this Fifth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof, and both before and immediately after giving effect to this First Amendment: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects, respects on and as of the date hereof as made on and as of such date, except for any representation in each case to the extent that such representations and warranty that is qualified by materiality or reference warranties specifically refer to Material Adverse Effectan earlier date, in which case such representation and warranty they shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, and except for any representation that the representations and warranty that is qualified by materiality or reference to Material Adverse Effect, warranties contained in which case such representation Sections 5.05(a) and warranty (c) of the Credit Agreement shall be true deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and correct in all respects as (b), respectively, of such earlier date)the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this First Amendment, (ii) this First Amendment has been duly executed and delivered by the Borrower and each other Credit Party, and (iii) each of this First Amendment and the Credit Agreement, as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes constitute the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoBorrower, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement applicable Debtor Relief Laws and by general principles of creditors’ rights in general and the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated hereinherein or therein, will conflict with, result in a breach with (i) any Organization Documents of or constitute a default under any indenture, agreement or other instrument to which the Borrower or its Subsidiaries, (ii) any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating Law applicable to the Borrower or its Subsidiaries or (iii) any Contractual Obligation to which the Borrower, the Subsidiaries or any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectof their respective properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person not already previously obtained is necessary or required in connection with (including the Board of Directors (or other similar governing bodyi) of the Borrower and of each other Credit Party) is required for the execution, delivery or performance by, or enforcement against, the Borrower of this First Amendment or (ii) the acknowledgement by the Borrower and the other Credit Partieseach Guarantor of this First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect of the Borrower contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the previously delivered financial statements extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Third Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment, as if such representations and warranties were being made on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and the other Loan Documents are true and correct in all material respects(b), on and as respectively, of Section 6.01 of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date)Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Party has the full power and authority to execute and deliver this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit PartyBorrower, and (iii) each of this Amendment and the Credit Agreement, as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the constitute a legal, valid and binding obligations obligation of the Borrower and the other Credit Parties party theretoBorrower, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be is limited by bankruptcy, insolvency, reorganization, moratorium or similar state other applicable laws relating to or federal debtor relief laws from time to time in effect which affect affecting generally the enforcement of creditors’ ' rights in general and except to the extent that availability of equitable remedies, regardless the remedy of whether considered in a specific performance or injunctive relief is subject to the discretion of the court before which any proceeding in equity or at lawtherefor may be brought; (d) neither the execution, delivery and performance of this AmendmentAmendment and the Credit Agreement, nor as amended hereby, and the consummation of any transactions contemplated hereinherein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower's Organization Documents; (b) conflict with, with or result in a any breach or contravention of, or the creation of any Lien under, or constitute a default require any payment to be made under (i) any indenture, agreement or other instrument Contractual Obligation to which the Borrower or any other Credit Party is a party or by which affecting the Borrower or the properties of the Borrower or any of its properties may be bound Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any Governmental Approval relating arbitral award to which such Person or its property is subject; or (c) violate any applicable law to which the Borrower or to any Credit Partyis subject, except in each case referred to in subsections (b) and (c) above to the extent that any such conflict, breach breach, contravention, creation, requirement or default, individually or in the aggregate, violation could not reasonably be expected to result in have a Material Adverse Effect; and (e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority Governmental Authority or any other Person not already obtained (including the Board of Directors (is necessary or other similar governing body) of the Borrower and of each other Credit Party) is required for in connection with the execution, delivery or performance by, the Borrower of this Amendment by the Borrower and the or any other Credit PartiesLoan Document other than those already obtained or performed.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this First Amendment, (ii) this First Amendment has been duly executed and delivered by the Borrower and each other Credit PartyBorrower, and (iii) each of the Credit Agreement, as amended by this Amendment, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document First Amendment constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoBorrower, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal applicable debtor relief laws from time to time in effect which affect the enforcement and by general principles of creditors’ rights in general and the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, nor the consummation of any transactions contemplated hereinherein or therein, will conflict withwith (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or its Subsidiaries, result in a breach of (ii) to Borrower’s knowledge, any provision or constitute a default under law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Borrower Borrower, the Subsidiaries or any other Credit Party is a party or by which any of its their properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectare subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already previously obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) is required for (i) the execution, delivery or performance of this Amendment by the Borrower and of this First Amendment or (ii) the other Credit Partiesacknowledgement by each Guarantor of this First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendment, the Borrower represents and warrants that, as of the date hereofSecond Amendment to Limited Waiver Agreement Effective Date: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 20152014, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Events; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Party, and (iii) each of the Limited Waiver and Seventh Amendment to Credit Agreement, as amended by this Amendment, the Credit Agreement, as amended by the Limited Waiver and Seventh Amendment to Credit Agreement, and the other Loan Documents, as amended by this Amendment, and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party thereto, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this Amendment, nor the consummation of any transactions contemplated herein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) is required for the execution, delivery or performance of this Amendment by the Borrower and the other Credit Parties.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation to the extent that such representations and warranty that is qualified by materiality or reference warranties specifically refer to Material Adverse Effectan earlier date, in which case such representation and warranty they shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, and except for any representation to the extent such representations and warranty that is qualified by materiality or reference warranties have been supplemented pursuant to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as paragraph 7.12 of such earlier date)the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this First Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this First Amendment (collectively, the “Replacement Notes”), (ii) this First Amendment has and the Replacement Notes have been duly executed and delivered by the Borrower and each other Credit PartyBorrower, and (iii) each of this First Amendment, the Replacement Notes and the Credit Agreement, as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes constitute the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoBorrower, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement applicable Debtor Relief Laws and by general principles of creditors’ rights in general and the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this First Amendment, the Replacement Notes or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated hereinherein or therein, will conflict withwith (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantor, result in a breach of (ii) any Law applicable to the Borrower or constitute a default under any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower Borrower, any Guarantor or any other Credit Party is a party or by which any of its their respective properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectare subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person not already previously obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) is required for (i) the execution, delivery or performance of this Amendment by the Borrower and of this First Amendment or the other Credit PartiesReplacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, respects on and as of the date hereof as made on and as of such date (unless stated to relate solely to an earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation representations and warranty warranties shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Second Amendment, (ii) this Second Amendment has been duly executed and delivered by the Borrower and each other Credit PartyBorrower, and (iii) each of this Second Amendment and the Credit Agreement, as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes constitute the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoBorrower, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement applicable Debtor Relief Laws and by general principles of creditors’ rights in general and the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated hereinherein or therein, will conflict withwith or contravene (i) any Organizational Document of the Borrower, result in (ii) any law or governmental regulation or court decree or order binding on or affecting the Borrower that could reasonably be expected to have a breach of Material Adverse Effect, or constitute a default under (iii) any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Partyproperty is subject, except to the extent such conflict, breach or default, individually or in the aggregate, that could not reasonably be expected to result in have a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already previously obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) made is required for the (i) due execution, delivery or performance of this Amendment by the Borrower and of this Second Amendment, or (ii) the other Credit Partiesacknowledgment by any Subsidiary Guarantor of this Second Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Fifth Amendment: (a) other than the representations and warranties of the Borrower and each other Loan Party contained in Article II, Article V and each other Loan Document, or which are contained in any document that has been furnished under or in connection herewith or therewith, are (i) with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement that contain a materiality qualification, true and the other Loan Documents correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects, and except that for purposes hereof, except (x) to the extent Administrative Agent has been previously notified of any changes in the facts on which such representations and as warranties were based in a certificate delivered to Administrative Agent pursuant to Section 6.02(b) of the date hereof as made on Credit Agreement, (y) the representations and as of such date, except for any representation warranties contained in Sections 5.05(a) and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty (b) shall be true deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and correct in all respects on (b), respectively, and as of the date hereof as if made on and as of such date, (except for z) any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain is true and correct in all material respects (or in the case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)exists; (i) the Borrower and each other Credit Party Guarantor has full power and authority to execute and deliver this Fifth Amendment, (ii) this Fifth Amendment has been duly executed and delivered by the Borrower and each other Credit Party, Guarantor and (iii) each of this Fifth Amendment and the Credit Agreement, as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes constitute the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoeach Guarantor, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement applicable Debtor Relief Laws and by general principles of creditors’ rights in general and the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this AmendmentFifth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated hereinherein or therein, will (i) conflict withwith any Organization Documents of the Borrower or any Guarantor, result (ii) violate any Applicable Law applicable to the Borrower or any Guarantor in a breach any material respect (other than failures to obtain governmental authorizations, make filings or provide notices, etc. which do not violate Section 5.03 of the Credit Agreement), or constitute a default under (iii) conflict with any indenture, agreement or other instrument Contractual Obligation to which the Borrower or any other Credit Party a Guarantor is a party or by which affecting the Borrower, any Guarantor or the properties of the Borrower or any of its properties may be bound Subsidiaries or any order, injunction, writ or decree of any Governmental Approval relating Authority or any arbitral award to which the Borrower Borrower, any Guarantor or to any Credit Partytheir property is subject, except in each case referred to the extent in this clause (iii) for such conflictviolations, breach or defaultbreaches and defaults that, individually or in the aggregate, aggregate could not reasonably be expected to result in have a Material Adverse Effect; andan (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person not already previously obtained is required to be obtained or made by (including the Board of Directors (or other similar governing bodyi) of the Borrower and of each other Credit Party) is required for as a condition to the execution, delivery or performance of this Amendment by the Borrower and of this Fifth Amendment or (ii) any Guarantor as a condition to the other Credit Partiesacknowledgement by any Guarantor of this Fifth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, respects on and as of the date hereof as made on and as of such date (unless stated to relate solely to an earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation representations and warranty warranties shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Third Amendment, (ii) this Third Amendment has been duly executed and delivered by the Borrower and each other Credit PartyBorrower, and (iii) each of this Third Amendment and the Credit Agreement, as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes constitute the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoBorrower, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement applicable Debtor Relief Laws and by general principles of creditors’ rights in general and the availability of equitable remedies, equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Third Amendment, or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated hereinherein or therein, will conflict withwith or contravene (i) any Organizational Document of the Borrower, result in (ii) any law or governmental regulation or court decree or order binding on or affecting the Borrower that could reasonably be expected to have a breach of Material Adverse Effect, or constitute a default under (iii) any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Partyproperty is subject, except to the extent such conflict, breach or default, individually or in the aggregate, that could not reasonably be expected to result in have a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already previously obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) made is required for the (i) due execution, delivery or performance of this Amendment by the Borrower and of this Third Amendment, or (ii) the other Credit Partiesacknowledgment by any Subsidiary Guarantor of this Third Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier daterespects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this First Amendment, (ii) this First Amendment has been duly executed and delivered by the Borrower and each other Credit PartyBorrower, and (iii) each of this First Amendment and the Credit Agreement and the Security Agreement, each as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoBorrower, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this AmendmentFirst Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated hereinherein or therein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit PartyBorrower, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and; (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit PartyBorrower) is required for the execution, delivery or performance of this Amendment by the Borrower of this First Amendment; and (f) the stock of Global Power Netherlands BV is not pledged to ABN AMRO Bank N.V. and ABN AMRO Bank N.V. has no lien on the other Credit Partiesstock of Global Power Netherlands BV.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendment, the Borrower represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement, as amended hereby); (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Party, and (iii) each of the Credit Agreement, as amended by this Amendment, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party thereto, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this Amendment, nor the consummation of any transactions contemplated herein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) is required for the execution, delivery or performance of this Amendment by the Borrower and the other Credit Parties.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendment, the Borrower represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and ), the Anticipated Events of Default (as defined in the Limited Waiver Agreement), the Existing Events of Default (as defined in the Side Letter) and the Anticipated Event of Default (as defined in the Side Letter) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement); (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Party, and (iii) each of the Credit Agreement, as amended by this Amendment, the Limited Waiver Agreement, as amended by this Amendment, Agreement and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party thereto, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this Amendment, nor the consummation of any transactions contemplated herein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) is required for the execution, delivery or performance of this Amendment by the Borrower and the other Credit Parties.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendment, the Borrower represents and warrants that, as of the date hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement); (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Party, and (iii) each of the Credit Agreement, as amended by this Amendment, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party thereto, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this Amendment, nor the consummation of any transactions contemplated herein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) is required for the execution, delivery or performance of this Amendment by the Borrower and the other Credit Parties.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendment, the Borrower represents and warrants that, as of the date hereofFirst Amendment to Limited Waiver Agreement Effective Date: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 20152014, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Events; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Party, and (iii) each of the Limited Waiver and Seventh Amendment to Credit Agreement, as amended by this Amendment, the Credit Agreement, as amended by the Limited Waiver and Seventh Amendment to Credit Agreement, and the other Loan Documents, as amended by this Amendment, and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party thereto, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this Amendment, nor the consummation of any transactions contemplated herein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) is required for the execution, delivery or performance of this Amendment by the Borrower and the other Credit Parties.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendmenthereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the waiver provided in Section 2 hereof: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as if made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier daterespects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Default; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Second Amendment, (ii) this Second Amendment has been duly executed and delivered by the Borrower and each other Credit PartyBorrower, and (iii) each of this Second Amendment and the Credit Agreement, each as amended by this Amendmenthereby, the Limited Waiver Agreement, as amended by this Amendment, and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party theretoBorrower, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this AmendmentSecond Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated hereinherein or therein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit PartyBorrower, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit PartyBorrower) is required for the execution, delivery or performance of this Amendment by the Borrower and the other Credit Partiesof this Second Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery of this Amendment, the Borrower represents and warrants that, as of the date hereofThird Amendment to Limited Waiver Agreement Effective Date: (a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default except for the Known Existing Events of Default (as defined in the Limited Waiver Agreement) and the Anticipated Events of Default (as defined in the Limited Waiver Agreement) and no event has occurred and is continuing which constitutes a Waiver Termination Event (as defined in the Limited Waiver Agreement) except for the Known Existing Waiver Termination Events (as defined in the Limited Waiver Agreement)Events; (i) the Borrower and each other Credit Party has full power and authority to execute and deliver this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower and each other Credit Party, and (iii) each of the Limited Waiver and Seventh Amendment to Credit Agreement, as amended by this Amendment, the Credit Agreement, as amended by the Limited Waiver and Seventh Amendment to Credit Agreement, and the other Loan Documents, as amended by this Amendment, and each other Loan Document constitutes the legal, valid and binding obligations of the Borrower and the other Credit Parties party thereto, enforceable against the Borrower or such Credit Party, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies, regardless of whether considered in a proceeding in equity or at law; (d) neither the execution, delivery and performance of this Amendment, nor the consummation of any transactions contemplated herein, will conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which the Borrower or any other Credit Party is a party or by which any of its properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) is required for the execution, delivery or performance of this Amendment by the Borrower and the other Credit Parties.